Annual financial statement
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Annual Financial Statements 20262026
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Contents Annual Financial Statements 1 Statement of responsibility by the Board of Directors 1 Responsibility statement of the CEO and CFO 2 Statement by the Company Secretary 3 Audit and Risk Committee Report 6 Report of the Board of Directors 11 Report of the Independent Auditor Consolidated 15 Statement of Financial Position 16 Income Statement 17 Statement of Comprehensive Income 18 Statement of Changes in Equity 19 Statement of Cash Flows 20 Notes to the Annual Financial Statements The Company 108 Statement of Financial Position 108 Income Statement 109 Statement of Comprehensive Income 109 Statement of Changes in Equity 110 Statement of Cash Flows 111 Notes to the Annual Financial Statements Pro forma financial information 117 Independent Auditor’s Assurance Report 119 Free cash flow at the centre Statutory information 121 Shareholders’ information
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1 Statement of responsibility ––– by the Board of Directors ––– The directors are responsible for the maintenance of adequate accounting records and the preparation and integrity of the Annual Financial Statements included in this Annual Report. The Annual Financial Statements are prepared in accordance with International Financial Reporting Standards (IFRS ® Accounting Standards) as issued by the International Accounting Standards Board (IASB) and the requirements of the South African Companies Act (No. 71 of 2008), as amended (Companies Act), on the going concern basis and incorporate full and responsible disclosure. The Annual Financial Statements are based upon appropriate accounting policies and supported by reasonable and prudent judgements and estimates. The financial statements have been prepared under the supervision of the Chief Financial Officer (CFO), Neville J Williams CA(SA). The directors are satisfied that the information contained in the financial statements fairly represents the results of operations for the year and the financial position of the Remgro Group at year- end. The accuracy of the other information included in the Annual Report was considered by the directors and they are satisfied that it accords with the financial statements. The Board also confirms its compliance with the Companies Act and the Company’s Memorandum of Incorporation for the reporting period. The directors are also responsible for the Remgro Group’s system of internal financial controls. The system was developed to provide reasonable, but not absolute, assurance regarding the reliability of the financial statements, the safeguarding of assets and to prevent and detect misrepresentation and losses. The directors are of the opinion that the Remgro Group will continue as a going concern in the future. The Annual Financial Statements were audited by the independent auditor, Ernst & Young Inc., to whom unrestricted access was given to all financial records and related information. The auditor’s report is presented on page 11. Signed on behalf of the Board of Directors. Johann Rupert Jannie Durand Chairman Chief Executive Officer Stellenbosch 18 September 2026 Responsibility statement ––– of the CEO and CFO ––– Each of the directors, whose names are stated below, hereby confirms that – •the Annual Financial Statements set out on pages 15 to 116, fairly present in all material respects the financial position, financial performance and cash flows of the issuer in terms of IFRS® Accounting Standards; •to the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the Annual Financial Statements false or misleading; •internal financial controls have been put in place to ensure that material information relating to the issuer and its consolidated subsidiaries have been provided to effectively prepare the financial statements of the issuer; •the internal financial controls are adequate and effective and can be relied upon in compiling the Annual Financial Statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls; •where we are not satisfied, we have disclosed to the Audit and Risk Committee and the auditors any deficiencies in design and operational effectiveness of the internal financial controls and have taken steps to remedy the deficiencies; and •we are not aware of any fraud involving directors. Jannie Durand Neville J Williams Chief Executive Officer Chief Financial Officer Stellenbosch 18 September 2026
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 2 2026 Statement by the ––– Company Secretary ––– I, Luché Jacques Joubert, being the Company Secretary of Remgro Limited, hereby certify that all returns and notices of Remgro Limited required in terms of the Companies Act (No. 71 of 2008), as amended, have in respect of the year under review been filed with the Companies and Intellectual Property Commission and that all such returns and notices appear to be true, correct and up to date. Luché Joubert Company Secretary Stellenbosch 18 September 2026
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3 Audit and Risk ––– Committee Report ––– to the shareholders of Remgro Limited This report by the Audit and Risk Committee (the committee), as appointed by the shareholders in respect of the year under review, is prepared in accordance with the principles of the King IV Report on Corporate Governance for South Africa (2016) (King IV) and the requirements of the Companies Act (No. 71 of 2008), as amended (Companies Act), and describes how the committee has discharged its statutory duties in terms of the Companies Act and its additional duties assigned to it by the Board in respect of the financial year ended 30 June 2026. Committee members and attendance at meetings The committee comprises three independent non-executive directors (as set out in the table below) and is chaired by Ms Sonja De Bruyn. All the committee members are suitably skilled and experienced. In terms of the committee’s mandate, at least four meetings should be held annually. Composition of the committee Number of Number of meetings meetings Committee member(1) held attended S E N De Bruyn (Chairman) 4 4 G G Nieuwoudt 4 4 K S Rantloane 4 4 (1) Brief curricula vitae of these directors are set out on pages 67 to 68 of the Integrated Annual Report. As is evident from the curricula vitae of these directors, all of them are financial and/or industry experts. (2) Ms K C Ramon was appointed to the Board effective 27 November 2025 and has been attending the committee’s meetings as a permanent invitee pending her formal appointment to the committee at the upcoming AGM scheduled for 30 November 2026. The Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Risk Officer (CRO), Chief Audit Executive (CAE), other members of senior management and representatives of the external auditor of the Company attend the committee meetings by invitation. Committee agendas provide for confidential meetings between committee members and the internal and external auditors, as well as management. Role and responsibilities The committee’s role and responsibilities include its statutory duties as per the Companies Act, as well as the responsibilities assigned to it by the Board. The responsibilities of the Audit and Risk Committee are codified in a formal Terms of Reference, which is reviewed at least annually and which is available on Remgro’s website at www.remgro.com. During the year under review, the Board reviewed the Terms of Reference of the Audit and Risk Committee, in light of the principles and recommended practices of King IV. The committee is satisfied that it has fulfilled all of its duties during the financial year under review, as further detailed below. The committee has also satisfied itself that there are effective boards and audit committees (where applicable) functioning at Remgro’s significant operating subsidiaries (Rainbow Chicken Limited (Rainbow), RCL Foods Limited (RCL Foods), Siqalo Foods Proprietary Limited (Siqalo Foods), Wispeco Holdings Proprietary Limited (Wispeco) and Capevin Holdings Proprietary Limited (Capevin)), associates and joint ventures, whose minutes of meetings held are also included in the committee’s agenda. More information about the functioning of the committee and the matters dealt with in this report can be found in the Corporate Governance Report and in the Risk Management Report, which are included in the Integrated Annual Report. Statutory duties In its execution of its mandate, the committee has performed the following statutory duties: •Nominated Ernst & Young Inc. (EY) (with Mr Malcolm Rapson as designated partner), who, in the opinion of the committee, is independent of the Company, to the shareholders for appointment as the external auditor for the financial year ended 30 June 2026 •Determined the fees to be paid to the external auditor and their terms of engagement •Ensured that the appointment of the external auditor complies with the provisions of the Companies Act and any other legislation relating to the appointment of auditors •Determined the nature and extent of any non-audit services that the external auditor may provide to the Company and its subsidiaries •Pre-approved any proposed agreement with the external auditor for the provision of non-audit services to the Company and its subsidiaries. External audit The committee is satisfied that the Company’s external auditor, EY, is independent of the Company and is therefore able to conduct its audit functions without any influence from the Company. The financial year ended 30 June 2026, was EY’s third year as auditor of the Company. The designated external audit partner rotates every five years. However, Mr Rapson, the current audit partner, will retire from EY following the completion of the audit of the 2026 financial year. EY has proposed Ms Cornea de Villiers as his successor. To ensure a seamless transition and a thorough understanding of Remgro's operations and business environment, Ms De Villiers shadowed Mr Rapson throughout the current financial year and will assume the role of audit partner for the 2027 financial year. The committee thanked Mr Rapson for his invaluable contribution as Remgro's external audit partner over the past three years.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 4 2026 EY has confirmed its compliance with the ethical requirements regarding independence and is considered independent with respect to the Group as required by the codes endorsed and administered by the Independent Regulatory Board for Auditors (IRBA), the South African Institute of Chartered Accountants and the International Federation of Accountants. As required by section 5.7(h)(iii) of the JSE Listings Requirements, the committee satisfied itself that the external auditor and audit partner for the year under review, Mr Rapson, as well as the audit partner for the 2027 financial year, Ms De Villiers, have the necessary experience, accreditation and are suitable for appointment. The committee has nominated, for approval at Remgro’s Annual General Meeting (AGM) on 30 November 2026, EY as external auditor and Ms De Villiers as audit partner for the 2027 financial year. A formal policy governs the process whereby the external auditor of the Company is considered for non-audit services. In terms of the policy, the external auditor shall inform the committee that the firm has determined that the provision of such services is not prohibited and will not create a threat to the firm’s independence or that any identified threat is at an acceptable level or, if not, will be eliminated or reduced to an acceptable level. The external auditor shall also provide the committee with sufficient information to be in a position to evaluate the impact of the service on the firm’s independence. The committee is then required to concur with the external auditor’s conclusion and to pre-approve any proposed contract with the external auditor for the provision of non-audit services. For the year under review, non-audit services for the Company and its subsidiaries amounted to less than R1 million. The extent of these services was within the committee’s pre- approved amount. Internal financial control and accounting systems The committee is responsible for overseeing the assessment of the systems of internal financial controls and accounting systems of the Company and its wholly owned subsidiaries administered by Remgro Management Services Limited (RMS). In this regard, the committee evaluated reports on the effectiveness of the systems of internal financial controls conducted by the internal audit function, considered information provided by management and held discussions with the external auditor on the results of their audit. The committee is of the opinion that the internal control environment and the systems of internal financial controls are effective and form a basis for the preparation of reliable financial statements. In support of the aforementioned, the committee also received reports from the internal audit function regarding the effectiveness of the combined assurance process and anti- corruption, fraud prevention and detection measures in place, including any reports received on the Ethics Hotline. The Remgro executives serving on the boards of investee companies (operating subsidiaries, associates and joint ventures) are responsible for enabling the Company’s influence to ensure that effective internal controls are implemented and complied with. Expertise and experience of the CFO and finance function The committee has considered and satisfied itself with the appropriateness of the expertise and experience of the CFO, Mr Neville J Williams, whose curriculum vitae appears on page 69 of the Integrated Annual Report. The committee has furthermore considered and satisfied itself with the appropriateness of the expertise and adequacy of resources of the Company’s finance function, and the experience of the senior members of management responsible for the financial function. Financial statements and going concern The committee has reviewed the standalone and consolidated financial statements of the Company, and is satisfied that they comply with International Financial Reporting Standards (IFRS ® Accounting Standards) as issued by the International Accounting Standards Board (IASB) and the Companies Act, and that the accounting policies used are appropriate. In particular, the committee considered the following significant matters, identified by the management team and the external auditor, and is satisfied that these matters have been appropriately accounted for in the Annual Financial Statements: •Valuation of investments and consideration of possible impairments or reversal of impairments of investments and assets The intrinsic net asset value (INAV) is one of the measures used to assess shareholder value created. Investee companies, which represent operating segments, are valued and included in the INAV. Due to the significant contribution of the investment in Mediclinic Holdings Limited (Mediclinic) to Remgro’s INAV, Remgro again engaged the services of an independent expert to perform the valuation of its investment in Mediclinic. The valuation methodology used for the Mediclinic investment was the sum-of-the-parts methodology. This methodology was underpinned by the discounted cash flows of the Mediclinic Southern Africa and Mediclinic Middle East businesses and the agreed disposal value for the Switzerland business. The committee considered the methodologies, assumptions and judgements applied by management in determining the fair value of investments and is satisfied that the approach taken was appropriate. The committee further considered the methodologies, assumptions and judgements applied by management in determining the impairment of investments and assets, of which the carrying values exceed the fair values, and is satisfied that the approach taken was appropriate. The most significant assets tested in this regard being the goodwill and indefinite life intangible assets that originated from the historical acquisition of Siqalo Foods and Capevin. The committee also considered the methodologies, assumptions and judgements applied by management in determining the reversal of previous impaired or partially impaired investments, of which the fair values exceed the carrying values, and is satisfied that the approach taken was appropriate. The most significant investments tested in this regard being Remgro’s investments in Mediclinic and Heineken Beverages Holdings Limited (Heineken Beverages). Refer to notes 2, 4.4 and 10.3 to the Annual Financial Statements for further details.
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5 •Accounting for equity accounted investments The Company holds significant investments which are equity accounted for in terms of IAS 28: Investments in Associates and Joint Ventures. Some of the equity accounted investments have year-ends which are non-coterminous with that of the Company, the most significant investments in this regard being Mediclinic and Community Investment Ventures Holdings Proprietary Limited (CIVH). These investments are equity accounted from results for a financial period ended within three months from the Group’s financial year-end as it is impracticable for these equity accounted investments to prepare financial statements at 30 June 2026. The effects of significant transactions or events that occur after the equity accounted investments’ period-end, but before the Group’s year-end, are accounted for in Remgro’s consolidated financial statements. Significant adjustments for the current year related to dividends received from equity accounted investments, the Hero Telecoms Proprietary Limited (Herotel) transaction that was concluded by CIVH during June 2026 and the conversion of Mediclinic’s financial information from its presentation currency (US dollar) to the Group’s presentation currency as at 30 June 2026. The committee considered these transactions and events and is satisfied with the accounting treatment thereof. Refer to note 4.1 to the Annual Financial Statements for further details. •Going concern The committee has reviewed a documented assessment by management of the going concern premise of the Company. Based on the facts and circumstances known, management and the committee determined that there is not a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern, and therefore the committee recommended to the Board that the Company will be a going concern for the foreseeable future. Risk and opportunities management The committee considered the Group Risk Register, including emerging, external, investment and operational risks and received presentations on geopolitical risk, and technology, cyber and related information risks. In addition, the committee reviewed and endorsed proposed amendments to the Technology and Information policies catering for the use of selected generative AI software. The committee has assigned oversight of the operational risk and opportunities management function to the RMS Risk and Operational Committee (ROC), which is a subcommittee of the committee. The mandate of the ROC includes the maintenance of the Risk Management and Opportunities Policy, establishment of an operational Risk and Opportunities Register, epistemic and operational business resilience risk, technology and information risk management, legal compliance and occupational health and safety. The ROC is chaired by Ms M Lubbe and other members are all senior managers of the Company. The chairman of the committee has a standing invitation to attend the ROC meetings as an ex officio member to ensure the effective functioning of the ROC and that appropriate risk information is shared with the committee. Internal audit The Company’s internal audit function is an effective, independent assurance function and forms an integral part of the Enterprise-wide Risk and Opportunities Management system by providing assurance on the effectiveness of the Company’s system of internal control. The committee is satisfied with the attributes, objectivity and independence of Mr Neville Williams as Remgro’s CAE, and that the CAE has the necessary experience, qualifications and competence. The internal audit function is resourced with qualified and experienced personnel and provides assurance services to Remgro’s wholly owned subsidiaries administered by RMS, including Wispeco. In addition, the internal audit function provides independent internal audit services to other investee companies including CIVH, Seacom Capital Limited (Seacom), Business Partners Limited (Business Partners), Air Products South Africa Proprietary Limited (Air Products) and Kagiso Tiso Holdings Proprietary Limited. These services are endorsed by the Remgro CFO and approved by the committee. Separate mandates are presented to the respective audit committees for their consideration and approval, subject to their governance structures. During the year under review, the committee considered and recommended the internal audit charter for approval by the Board. The committee further considered the internal audit quality assurance plan and the performance of the internal audit function and is satisfied that the internal audit function conforms to a recognised industry code of ethics and the new global internal audit standards. Further details on the Group’s internal audit functions are provided in the Risk Management Report, which is included in the Integrated Annual Report. Compliance The committee is responsible for reviewing any major breach of relevant legal and regulatory requirements. The committee is satisfied that there has been no material non-compliance with laws and regulations during the year under review. The committee is also satisfied that it has complied with all its legal, regulatory and other responsibilities during the year under review. Recommendation to the Board The committee has reviewed and considered the Integrated Annual Report, including the comprehensive Annual Financial Statements published on the Company’s website at www.remgro.com, and has recommended it for approval by the Board. Sonja De Bruyn Chairman of the Audit and Risk Committee Stellenbosch 18 September 2026
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 6 2026 Report of the –––– Board of Directors –––– for the year ended 30 June 2026 Dear Shareholder The Board has pleasure in reporting on the activities and financial results for the year under review. Nature of activities The Company is an investment holding company. Cash income is derived mainly from dividends and interest. The consolidated Annual Financial Statements of the Company and its subsidiaries also incorporate the equity accounted attributable income of associates and joint ventures. The Group’s interests consist mainly of investments in healthcare; consumer products; financial services; infrastructure and industrial sectors. Results 30 June 30 June Year ended 2026 2025 Headline earnings (R million) 11 140 7 827 – per share (Rand) 20.03 14.09 – diluted (Rand) 19.89 13.96 Earnings – net profit for the year (R million) 1 438 3 303 – per share (Rand) 2.59 5.95 – diluted (Rand) 2.51 5.86 Adjusted free cash flow at the centre (R million) 4 953 3 851 – per share (Rand) 8.91 6.93 Free cash flow at the centre (R million) 8 305 4 039 – per share (Rand) 14.93 7.27 Dividends (R million)(1) 6 507 3 091 – ordinary – per share (cents) 595 344 – special – per share (cents) 550 200 (1) A final dividend of 422 cents (2025: 248 cents) per share and a special dividend of 550 cents per share were declared after the year-end and were therefore not provided for in the Annual Financial Statements. The final and special dividend are subject to dividend tax. Investment activities The material investment activities during the year under review were as follows: Mediclinic Holdings Limited (Mediclinic) On 31 March 2026, Remgro announced that it had reached an agreement with MSC Mediterranean Shipping Company Holdings SA (MSC), Mediclinic, Mediclinic Luxembourg S.à r.l. and Mediclinic Group Limited regarding a restructuring of Remgro’s and MSC's respective interests in the combined Mediclinic group. In terms of the agreement, Remgro would acquire 100% of Mediclinic’s Southern African business unit (MCSA) for $950 million, while MSC would acquire 100% of Mediclinic’s Swiss business unit (Hirslanden) for $950 million, subject to the fulfilment or waiver of certain conditions precedent, inter alia applicable third-party consents and regulatory approvals. On 1 July 2026, after all conditions precedent had been fulfilled, Remgro and MSC implemented the Mediclinic restructuring. The final consideration amounts were adjusted to $947 million for MCSA and $1 077 million for Hirslanden, reflecting the agreed leakages and accruals between 30 June 2025 and the implementation date. The adjusted consideration amounts remained outstanding on loan accounts and were subsequently settled by means of in specie distributions of the respective loan accounts to Remgro and MSC. In addition to its loan account, Remgro received a cash distribution of $130 million to equalise the difference in value. As a result of the transaction, Remgro no longer holds any interest in Hirslanden, which is now wholly owned by MSC; while owning 100% of MCSA. From 1 July 2026, Remgro will consolidate the results of MCSA. Remgro and MSC continue to hold their respective joint interests, through Mediclinic, in Mediclinic’s Middle East business unit and the 30% interest in Spire Healthcare Group plc. Community Investment Ventures Holdings Proprietary Limited (CIVH) It was previously reported that Vodacom Proprietary Limited (Vodacom) and CIVH entered into a series of transaction agreements. Under these agreements, Vodacom would acquire a 30% interest in Maziv Proprietary Limited (Maziv) through a combination of assets of R4.9 billion and cash of at least R6.1 billion (Vodacom Transaction), with a further option to acquire shares up to 34.95% of Maziv indirectly from Remgro (through CIVH). The transaction further included an additional share subscription by Vodacom in Maziv, to restore its ownership interest to 30%, following the acquisition by Maziv of a further 49.93% interest in Hero Telecoms Proprietary Limited (Herotel) from CIVH. In terms of this transaction, Vodacom will subscribe for shares in cash of at least R825 million, while Maziv will acquire the Herotel interest from CIVH at a floor value of R2 750 million in exchange for newly issued Maziv shares (Herotel Transaction). At the time, Maziv through its wholly owned subsidiary, Vumatel Proprietary Limited (Vumatel), already owned 49.96% of Herotel and CIVH had entered into transaction agreements with Herotel Communities (RF) Proprietary Limited to acquire the 49.93% in Herotel and sell it on to Maziv, subject to regulatory approvals. On 26 November 2025, Remgro announced that the Independent Communications Authority of South Africa (ICASA) had approved the Vodacom Transaction, including the issuance of an Individual Electronic Communications Network Services (I-ECNS) licence and that all remaining conditions precedent had
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7 been fulfilled. The transaction was implemented on 1 December 2025. As a result of the Vodacom Transaction, Remgro’s indirect interests (held through CIVH) in Dark Fibre Africa Proprietary Limited (DFA) and Vumatel diluted with the entrance of Vodacom as a shareholder in Maziv. However, Remgro obtained an indirect interest in the assets contributed by Vodacom. The transaction agreements also provided for a pre- implementation dividend to CIVH shareholders. Consequently, Remgro received a dividend of R2 661 million from CIVH during December 2025. Vumatel received Competition Tribunal approval for the Herotel Transaction on 23 December 2025 and obtained final licence transfer clearance from ICASA during May 2026. The Herotel Transaction, which consolidated Herotel’s regional and rural network footprint under the Maziv umbrella, was finalised in June 2026. This resulted in a cash subscription for shares in Maziv by Vodacom and an additional pre-implementation dividend to CIVH, from which Remgro received a further dividend of R394 million during June 2026. A further cash subscription for shares by Vodacom, a share issue by Maziv to CIVH, and an additional pre-implementation dividend to CIVH remain subject to the completion of an independent valuation confirming that the value of the 49.93% interest in Herotel exceeds R2 750 million. Vodacom has not yet exercised its option to acquire an additional 4.95% interest in Maziv (indirectly from Remgro), and Remgro’s interest in CIVH therefore remains unchanged at 57.0%. The option period expires on 31 March 2027. FirstRand Limited (FirstRand) During the period under review, Remgro disposed of its FirstRand shares (being 91 570 145 FirstRand shares) in the open market for a total amount of R8 468 million (or R92.47 per share). British American Tobacco plc (BAT) During September 2025, Remgro sold its entire stake in BAT (being 1 252 712 BAT shares) for a total amount of R1 211 million (or R966.51 per share). eMedia Investments Proprietary Limited (eMedia Investments) During September 2025, Remgro entered into a series of transactions agreed between eMedia Holdings Limited (EMH), eMedia Investments and Remgro. These transactions entailed the following: •Remgro subscribed for 18 310 630 EMH N shares at a subscription price of R3.25 per EMH N share for a total purchase consideration of R60 million. •Remgro disposed of its investment in eMedia Investments (being 17 730 595 eMedia Investments shares or a 32.31% stake in eMedia Investments) to EMH in exchange for 220 162 315 EMH N shares. •Remgro unbundled its newly acquired investment in EMH to its shareholders as a dividend in specie on 29 September 2025, in a ratio of 41.96 EMH N shares for every 100 Remgro shares held. Pembani Remgro Infrastructure Funds During the year under review, Remgro invested a further R5 million in the Pembani Remgro Infrastructure Fund I (PRIF I) and received distributions of R103 million, thereby increasing its cumulative investment to R677 million and cumulative distributions received to R998 million. Remgro also made a further investment of $6 million in the Pembani Remgro Infrastructure Fund II (PRIF II), thereby increasing its cumulative investment in this fund to $19 million. At 30 June 2026, the fair values of Remgro’s investment in PRIF I and PRIF II amounted to R290 million and $16 million, respectively, and the remaining commitments to the funds amounted to R3 million and $61 million, respectively. Subsequent to 30 June 2026, Remgro invested a further $3 million in PRIF II and received distributions of R97 million from PRIF I. Asia Partners Funds During the year under review, Remgro invested a further $11 million in Asia Partners II LP (Asia Partners II) and received distributions of $1 million, thereby increasing its cumulative investments in this fund to $29 million and cumulative distributions received to $1 million. At 30 June 2026, the fair values of Remgro’s investments in Asia Partners I LP and Asia Partners II LP amounted to $18 million and $32 million, respectively, and the remaining commitments to the funds amounted to $3 million and $19 million, respectively. Other Other smaller investments amounted to R93 million. Events after year-end Other than the above-mentioned events, there were no other significant events subsequent to 30 June 2026. Free cash flow at the centre (FCFC) Remgro generated strong FCFC during the 2026 financial year, with FCFC increasing by 105.6% to R8 305 million (2025: R4 039 million). This was primarily driven by a 104.4% increase in total dividends received from investee companies, including pre- implementation dividends of R3 055 million received from CIVH following the completion of the CIVH/Vodacom and Herotel transactions. Excluding special dividends arising from corporate actions at investee companies, adjusted FCFC increased by 28.6% to R4 953 million (2025: R3 851 million), while adjusted FCFC per share increased by 28.6% to R8.91 (2025: R6.93). This growth was supported by a 23.8% increase in ordinary dividends received of R4 558 million (2025: R3 681 million), demonstrating the continued strengthening of the portfolio's underlying cash- generating capacity.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 8 2026 Cash resources at the centre The Company’s cash resources at 30 June 2026 were as follows: 30 June 2026 30 June R million Local Offshore Total 2025 Per consolidated statement of financial position 11 472 3 461 14 933 8 855 Investment in money market funds 10 703 – 10 703 3 376 Less: Cash of operating subsidiaries (5 121) (144) (5 265) (3 869) Cash at the centre 17 054 3 317 20 371 8 362 Remgro’s cash at the centre amounted to R20 371 million (2025: R8 362 million), representing a net increase of R12 009 million for the year under review. This increase is mainly due to the proceeds on disposal of FirstRand and the pre-implementation dividends received from CIVH. On 30 June 2026, approximately 52% (R10 653 million) of the available cash at the centre was invested in money market funds which are not classified as cash and cash equivalents on the statement of financial position. Refer to note 5 to the Annual Financial Statements for further details. Group financial review Comparison with prior year Each significant investment is classified as an operating segment. Operating segments are presented in pillars. The pillars under which the results of investee companies are being reported to the Chief Operating Decision Maker were changed and certain investments reallocated in line with internal reporting to enhance stakeholder communication. During the year under review, Remgro sold its investments in FirstRand and BAT and distributed its investment in eMedia Investments to its shareholders (refer to the “investment activities” section on page 6 for further detail). As Discovery Limited (Discovery) became the only remaining significant investment within the Portfolio investments pillar, Remgro reclassified its investments in Discovery and FirstRand to the Financial services pillar. The Media pillar, which consisted mainly of the investment in eMedia Investments, and the remaining assets within the Portfolio investments pillar, which consisted mainly of the investment in BAT, were incorporated into the Industrial pillar under Other industrial investments. In addition, the Impact investments were reclassified to Other net corporate assets and Seacom Capital Limited (Seacom) was classified to Other Infrastructure investments due to their relatively small size. The comparative figures have been presented accordingly. Statement of financial position The analysis of “Equity employed” and ”Source of headline earnings” below reflects the sectors into which the Group’s investments have been classified. No adjustment has been made where investments are active mainly in one sector but also have interests in other sectors. 30 June 2026 30 June 2025 R million R per share R million R per share Restated Restated Equity employed Attributable to equity holders 120 291 216.07 117 039 210.55 Employment of equity Healthcare 30 530 54.84 38 094 68.53 Consumer products 27 244 48.94 26 329 47.37 Financial services 19 108 34.32 22 597 40.65 Infrastructure 8 422 15.13 6 963 12.53 Industrial 6 466 11.61 7 536 13.56 Diversified investment vehicles 6 131 11.01 5 520 9.93 Central treasury – Cash at the centre 20 371 36.59 8 362 15.04 Other net corporate assets 2 019 3.63 1 638 2.94 120 291 216.07 117 039 210.55
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9 Income statement 30 June 2026 30 June 2025 R million % R million % Restated Restated Source of headline earnings Healthcare 3 753 34 2 386 30 Consumer products 2 385 21 2 000 26 Financial services 2 302 21 2 041 26 Infrastructure 355 3 (92) (1) Industrial 1 627 15 1 318 17 Diversified investment vehicles 490 4 362 5 Central treasury – Finance income 606 5 376 5 – Finance costs – – (95) (1) Other net corporate costs (378) (3) (469) (7) 11 140 100 7 827 100 Share incentive schemes Remgro currently has two long-term incentive plans, i.e. the Remgro Share Appreciation Rights Plan (SAR Plan) and the Remgro Equity Settled Conditional Share Plan (CSP). In terms of the SAR Plan, participants are offered Remgro ordinary shares to the value of the appreciation of their rights to a specified number of Remgro ordinary shares that can be exercised at different intervals but before the expiry of seven years from date of grant. The earliest intervals at which the share appreciation rights vest and are exercisable are as follows: •One-third after the third anniversary of the grant date •An additional third after the fourth anniversary of the grant date •The remainder after the fifth anniversary of the grant date •Vested rights lapse on the seventh anniversary of the grant date In terms of the CSP, participants are awarded Remgro ordinary shares that will vest as follows: •One-third after the third anniversary of the grant date •An additional third after the fourth anniversary of the grant date •The remainder after the fifth anniversary of the grant date Vesting on both schemes is conditional on fulfilment of the employment period and achievement of performance conditions (where applicable). From the 2024 award cycle, new awards are only granted under the CSP. The SAR Plan awards in flight will continue to vest at the vesting dates as per the award letters, until the last awards under these plans are settled. Both the CSP and SAR Plan rules were reviewed during the 2024 financial year and a number of administrative changes were approved by shareholders at the 2024 Annual General Meeting (AGM). Refer to note 8 to the Annual Financial Statements for further details on both schemes. Treasury shares At 30 June 2025, 12 409 667 Remgro ordinary shares (2.3%) were held as treasury shares by a wholly owned subsidiary of Remgro. Of the 12 409 667 shares, 5 825 991 shares were held for the purpose of hedging Remgro’s share schemes (Remgro scheme shares), while 6 583 676 shares were held pursuant to a general share repurchase programme (Remgro repurchased shares). During the year under review, 861 358 Remgro scheme shares were utilised to settle Remgro’s obligation towards scheme participants. At 30 June 2026, 11 548 309 Remgro ordinary shares (2.2%) were held as treasury shares, of which 4 964 633 shares were Remgro scheme shares and 6 583 676 shares were Remgro repurchased shares. Principal shareholder Rupert Beleggings Proprietary Limited (Rupert Beleggings) holds all the issued unlisted B ordinary shares of the Company and is entitled to 43.00% (2025: 43.04%) of the total votes. An analysis of the shareholders appears on pages 121 and 122. Subsidiaries and investments Particulars of subsidiaries and equity accounted investments are disclosed in note 14 to the Annual Financial Statements. Directors The names of the directors appear on pages 66 to 69 of the Integrated Annual Report. The following changes were made to the Board: •Ms K C Ramon was appointed as an independent non- executive director on the Board on 27 November 2025. In terms of the provision of the Memorandum of Incorporation, Messrs P J Neethling, G G Nieuwoudt, K S Rantloane and J P Rupert retire from the Board by rotation. These directors are eligible and offer themselves for re-election.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 10 2026 Directors’ interests At 30 June 2026, the aggregate of the direct and indirect interests of the directors and their associates in the issued ordinary share capital of the Company amounted to 3.19% (2025: 3.19%). Mr J P Rupert is a director of Rupert Beleggings which owns all the issued unlisted B ordinary shares. An analysis of directors’ interests in the issued capital of the Company appears on page 123. Directors’ emoluments The total directors’ fees for services rendered as directors during the past financial year amounted to R7.1 million (2025: R8.3 million). Acquisition of shares of the Company It is recommended that a general authority be granted to the Board to acquire, should circumstances warrant it, the Company’s own shares and to approve the acquisition of shares in the Company by any of its subsidiaries, subject to the provisions of the Companies Act (No. 71 of 2008), as amended, and the Listings Requirements of the JSE. An ordinary resolution to grant this general authority to the Board is incorporated in the Notice of AGM that is published on the Company’s website at www.remgro.com. Authority to place ordinary shares under the control of the directors It is recommended that a general authority be granted to the Board to allot and issue ordinary shares, subject to the provisions of the Companies Act (No. 71 of 2008), as amended, the Memorandum of Incorporation and the Listings Requirements of the exchange operated by the JSE, provided that the aggregate number of ordinary shares to be allotted and issued is limited to 5% of the number of the unissued ordinary shares in the authorised share capital of the Company (being 23 539 150 ordinary shares). This authority cannot be used to issue shares for cash. An ordinary resolution to grant this general authority to the Board is incorporated in the Notice of AGM that is published on the Company’s website at www.remgro.com. Declaration of cash dividends Declaration of cash dividend No. 52 Notice is hereby given that a final gross dividend of 422 cents (2025: 248 cents) per share has been declared out of income reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value, for the year ended 30 June 2026. The total gross dividend per share, excluding the special dividend, for the year ended 30 June 2026 therefore amounts to 595 cents, compared to 344 cents for the year ended 30 June 2025. Declaration of special dividend Notice is hereby given that a special dividend of 550 cents per share has been declared out of income reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value. These dividends will be subject to dividend withholding tax of 20%, resulting in a net dividend of 337.60 cents per share in respect of the ordinary dividend and 440.00 cents per share in respect of the special dividend, unless the shareholder concerned is exempt from paying dividend withholding tax or is entitled to a reduced rate in terms of an applicable double-tax agreement. The issued share capital at the declaration date is 529 217 007 ordinary shares and 39 056 987 B ordinary shares. The income tax number of the Company is 9500-124-71-5. Payment The final and special dividend are payable on Monday, 26 October 2026, to shareholders of the Company registered at the close of business on Friday, 23 October 2026. Share certificates may not be dematerialised or rematerialised between Wednesday, 21 October 2026, and Friday, 23 October 2026, both days inclusive. The special dividend is subject to South African Reserve Bank approval. Shareholders will be notified accordingly by the finalisation date on Tuesday, 13 October 2026. In terms of the Company’s Memorandum of Incorporation, dividends will only be transferred electronically to the bank accounts of shareholders. In the instance where shareholders do not provide the Transfer Secretaries with their banking details, the dividend will not be forfeited but will be marked as “unclaimed” in the share register until the shareholder provides the Transfer Secretaries with the relevant banking details for payout. Secretary The name and address of the Company Secretary appear on page 150 of the Integrated Annual Report. Approval The comprehensive Annual Financial Statements set out on pages 15 to 116 have been approved by the Board. Signed on behalf of the Board of Directors. Johann Rupert Jannie Durand Chairman Chief Executive Officer Stellenbosch 18 September 2026
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11 Report of the ––– Independent Auditor ––– to the shareholders of Remgro Limited Report on the audit of the consolidated and separate financial statements Opinion We have audited the consolidated and separate financial statements of Remgro Limited and its subsidiaries (the Group) and Company set out on pages 15 to 116, which comprise of the consolidated and separate Statements of Financial Position as at 30 June 2026, and the consolidated and separate Income Statements, the consolidated and separate Statements of Comprehensive Income, the consolidated and separate Statements of Changes in Equity and the consolidated and separate Statements of Cash Flows for the year then ended, and notes to the consolidated and separate financial statements, including material accounting policy information. In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of the Group and Company as at 30 June 2026, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group and Company in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) as applicable to audits of financial statements of Public Interest Entities, and other independence requirements applicable to performing audits of financial statements of the Group and Company and in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits of the Group and Company and in South Africa. 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). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest Entities, published in Government Gazette Number 49309 dated 15 September 2023 (EAR Rule) we report: Final Materiality The ISAs recognise that: •misstatements, including omissions, are considered to be material if the misstatements, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements; •judgments about materiality are made in light of surrounding circumstances, and are affected by the size or nature of a misstatement, or a combination of both; and •judgments about matters that are material to users of the financial statements consider users as a group rather than as specific individual users, whose needs may vary greatly. The amount we set as materiality represents a quantitative threshold used to evaluate the effect of misstatements to the financial statements as a whole based on our professional judgment. Qualitative factors are also considered in making final determinations regarding what is material to the financial statements. Group Final Materiality: We determined materiality for the Group to be R1 202 million, which is based on 1% of Shareholders’ Equity. We have identified a capital-based measure as the most appropriate basis because, in our view, growth in Shareholders’ Equity represents a key measure against which the Groups value is assessed and our review of information provided to users by the entity confirms our view. Company Final Materiality: We determined materiality for the standalone Company to be R1 200 million, which is based on 1.9% of Shareholders’ Equity. We have identified a capital-based measure as the most appropriate basis given that the principal focus of the users of the financial statements relates to the net asset base of the Company as primarily reflected by the Company’s investments. Our review of information provided to users by the entity confirms our view.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 12 2026 Group Audit Scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each component within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into account the size and risk profile of the components in the Group. In addition, we further consider the organisation of the Group and effectiveness of Group wide controls, changes in the business environment, and other factors such as our experience in prior years and recent internal audit results when assessing the level of work to be performed at each component of the Group. Our process focuses on identifying and assessing the risk of material misstatements of the Group financial statements as a whole including, with respect to the consolidation process. In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the components by us, as the primary audit engagement team, or by component auditors under our instruction. In selecting components, we perform risk assessment activities across the Group and its components to identify risks of material misstatement. We then identify how the nature and size of the account balances at the components contribute to those risks and thus determine which account balances require an audit response. We then consider for each component the degree of risk identified (whether pervasive or not) and the number of accounts requiring audit responses to assign either a full or specific scope (including specified procedures) to each component. We involved component auditors in this risk assessment process. In our assessment of the residual account balances not covered by the audit procedures, we considered whether these could give rise to a risk of material misstatement of the Group financial statements. This assessment included performing overall analytical procedures at Group level. The eight components selected (full scope components) were selected based on the pervasiveness of risk in those components and for which we therefore performed procedures on what we considered to be the entire financial information of the component. At a Group level we also tested the consolidation process and specific account balances managed and accounted for centrally which included specific cash and cash equivalents and investments at fair value through other comprehensive income. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated and separate financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated and separate financial statements. In terms of the EAR Rule, we are required to report the outcome of audit procedures or key observations with respect to the key audit matters and these are included below. The Key Audit Matters apply to the audit of the consolidated financial statements. There were no key audit matters applicable to the separate financial statements. Key audit matter description How the matter was addressed in the audit On 31 March 2026, Remgro announced that it had entered into an implementation agreement with a subsidiary of MSC Mediterranean Shipping Company Holding SA (MSC) and Mediclinic Holdings Limited (Mediclinic) regarding a restructuring of Remgro’s and MSC's respective interests in the combined Mediclinic Group. In terms of the agreement, Remgro would acquire 100% of Mediclinic’s Southern African business unit (MCSA), while MSC would acquire 100% of Mediclinic’s Swiss business unit (Hirslanden), subject to the fulfilment of certain conditions precedent. This implementation agreement affected Mediclinic’s financial results at 31 March 2026, with the MCSA and Hirslanden operations being classified as disposal groups held for sale in accordance with International Financial Reporting Standard 5 (IFRS 5): Non-current Assets Held for Sale. This resulted in an impairment of the Hirslanden operations by Mediclinic of which R4 745 million has been equity accounted by Remgro as part of the loss after tax from discontinued operations as disclosed in Note 4.1.2 of the consolidated financial statements. Our audit procedures included, amongst others: •Obtaining an understanding of the transaction by reading the implementation agreement and evaluating the accounting implications thereof through discussions with Group management, our technical accounting specialists and our Mediclinic component audit team. •As part of our ISA 600 Group oversight procedures, we instructed our Mediclinic component audit team to report to us on the following: – Assessing the appropriateness of and completeness of Mediclinic's classification of the MCSA and Hirslanden operations as held for sale in terms of IFRS 5, including evaluating whether the relevant classification criteria had been met at 31 March 2026. – Evaluating the measurement of the disposal groups classified as held for sale at the lower of carrying value amount and fair value less costs to sell. Using our transaction specialists we assessed that the fair value was the transaction price and by analysis of the underlying information confirmed the carrying amounts of the disposal groups.
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13 Key audit matter description How the matter was addressed in the audit After all conditions precedent for the implementation agreement had been fulfilled, Remgro and MSC implemented the Mediclinic restructuring on 1 July 2026. The transaction is considered a non-adjusting event after the reporting period in terms of International Accounting Standard 10 (IAS 10): Events after the Reporting Period. The matter was considered significant to our audit due to the judgement required to classify the MCSA and Hirslanden operations as disposal groups, the magnitude of the transaction, the complexity of assessing the accounting consequences of the transaction reflected in Mediclinic’s financial results, the size of the impairment loss equity accounted by Remgro and the judgement involved in determining the effective date of Mediclinic as being 1 July 2026. – Recalculating the impairment recognised in respect of the Hirslanden operations and the resulting impact on the Mediclinic financial results. – Evaluating whether there were any significant transactions between 1 April 2026 and 30 June 2026 which required consideration in the Group's accounting for its investment in Mediclinic. •Reviewing our component audit team’s working papers relating to our instructions on this matter. •Assessing that the equity-accounted impact recognised by Remgro was consistent with Remgro’s share of the underlying financial results recorded by Mediclinic. •Evaluating the adequacy of the related disclosures included in the consolidated financial statements. •Reviewing the relevant transaction agreements and supporting documentation to confirm management's conclusion regarding the fulfilment of conditions precedent and the determination of the effective date of implementation of the transaction as being 1 July 2026. •Assessing whether the transaction was appropriately treated as a non-adjusting event after the reporting period in accordance with IAS 10. Based on our audit work performed, we did not identify any significant matters requiring further consideration in concluding on our procedures. Other information The directors are responsible for the other information. The other information comprises the information included in the 123-page document titled “Remgro Limited Annual Financial Statements 2026”, which includes the Report of the Board of Directors, Statement by the Company Secretary, and the Audit and Risk Committee Report as required by the Companies Act of South Africa, as well as the Statement of responsibility by the Board of Directors, Responsibility statement of the CEO and CFO, Shareholders Information and the Integrated Annual Report 2026 which we obtained prior to the date of this report. The other information does not include the consolidated or the separate financial statements and our auditor’s report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Consolidated and Separate Financial Statements The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 14 2026 Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: •Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. •Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group and Company’s internal control. •Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. •Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group and Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and/or the Company to cease to continue as a going concern. •Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation. •Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated and separate financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Ernst & Young Inc. has been the auditor of Remgro Limited for three years. Ernst & Young Inc. Per: Malcolm Rapson Chartered Accountant (SA) Registered Auditor Director 3rd Floor, Waterway House 3 Dock Road V&A Waterfront Cape Town 8001 18 September 2026
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CONSOLIDATED 15 Statement of ––– Financial Position ––– at 30 June 2026 30 June 30 June R million Notes 2026 2025 Assets Non-current assets Property, plant and equipment 10.1 12 128 11 566 Investment properties 10.2 293 504 Intangible assets 10.3 9 430 9 901 Investments – Equity accounted 4.1 61 620 67 132 – Financial assets at fair value through other comprehensive income (FVOCI) 4.3 17 179 22 316 Financial assets at fair value through profit and loss (FVPL) 6.4 114 114 Retirement benefits 10.4 476 434 Long-term loans and debtors 33 19 Deferred taxation 11.1 321 277 101 594 112 263 Current assets 43 281 29 911 Inventories 10.5 10 280 9 341 Biological agricultural assets 10.6 1 417 1 393 Debtors and short-term loans 10.7 5 876 6 387 Loans to equity accounted investments 4.1 17 4 Financial assets at FVPL 6.4 8 22 Taxation 21 60 Investment in money market funds 5.1 10 703 3 376 Cash and cash equivalents 5.2 14 933 8 855 43 255 29 438 Assets held for sale or distribution 10.9 26 473 Total assets 144 875 142 174 Equity and liabilities Stated capital 7.1 13 416 13 416 Reserves 7.2 108 545 105 444 Treasury shares (1 670) (1 821) Shareholders’ equity 120 291 117 039 Non-controlling interest 7.3 6 833 6 840 Total equity 127 124 123 879 Non-current liabilities 9 582 10 419 Retirement benefits 10.4 61 52 Long-term loans 6.1 3 883 3 772 Lease liabilities 6.3 683 710 Deferred taxation 11.1 4 804 5 599 Trade and other payables 10.8 151 286 Current liabilities 8 169 7 876 Trade and other payables 10.8 7 431 7 485 Short-term loans 6.2 114 126 Lease liabilities 6.3 227 220 Financial liabilities at FVPL 6.4 10 19 Taxation 387 26 Total equity and liabilities 144 875 142 174
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 16 2026 ––– Income Statement ––– for the year ended 30 June 2026 30 June 30 June(1) 2026 2025(1) R million Notes Restated(1) Revenue 12.1 51 010 50 559 (1) Inventory expenses (28 909) (29 925) (1) Staff costs 12.2 (8 030) (8 040) (1) Depreciation 12.3 (1 336) (1 292) (1) Other net operating expenses 12.3 (8 929) (8 123) (1) Trading profit 3 806 3 179 (1) Dividend income 4.5 574 648 (1) Interest income 1 179 844 (1) Finance costs (387) (503) (1) Impairment of investments, assets and goodwill 12.3 (464) (1 544) (1) Reversal of impairment of investments and assets 12.3 17 3 (1) Loss allowances on loans – (92) (1) Profit/(loss) on sale and dilution of investments 12.3 48 (9) (1) Consolidated profit before tax 4 773 2 526 (1) Taxation 11.3 (1 170) (957) (1) Consolidated profit after tax 3 603 1 569 (1) Share of after-tax profit/(loss) of equity accounted investments 4.2 (1 771) 1 617 (1) Net profit for the year 1 832 3 186 (1) (1) Attributable to: (1) Equity holders 1 438 3 303 (1) Non-controlling interest 394 (117) (1) (1) 1 832 3 186 (1) (1) Earnings per share (Rand) 3.2 (1) (1) Basic 2.59 5.95 (1) Diluted 2.51 5.86 (1) (1) (1) Refer to note 16 for the restatement of comparative numbers.
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CONSOLIDATED 17 Statement of ––– Comprehensive Income ––– for the year ended 30 June 2026 Fair Share- Non- Equity Other value Retained holders’ controlling Total R million reserves reserves reserves earnings equity interest equity 30 June 2026 Net profit for the year 1 438 1 438 394 1 832 Other comprehensive income, net of tax 5 619 (2 743) 3 607 (887) 5 596 (293) 5 303 Items that may be reclassified subsequently to the income statement: Exchange rate adjustments (144) (2 743) 43 (894) (3 738) (291) (4 029) Other comprehensive income of equity accounted investments 1 855 – – – 1 855 – 1 855 Items that will not be reclassified to the income statement: Fair value adjustments for the year – – 4 391 – 4 391 – 4 391 Deferred taxation on fair value adjustments – – 851 – 851 – 851 Capital gains taxation on disposal of FVOCI investments – – (1 678) – (1 678) – (1 678) Remeasurement of post-employment benefit obligations – – – 10 10 (2) 8 Deferred taxation on remeasurement of post-employment benefit obligations – – – (3) (3) – (3) Change in reserves of equity accounted investments 3 908 – – – 3 908 – 3 908 Total comprehensive income for the year 5 619 (2 743) 3 607 551 7 034 101 7 135 30 June 2025 Net profit for the year 3 303 3 303 (117) 3 186 Other comprehensive income, net of tax (1 921) 1 099 3 802 110 3 090 88 3 178 Items that may be reclassified subsequently to the income statement: Exchange rate adjustments (1 842) 916 19 89 (818) 86 (732) Reclassification of other comprehensive income to the income statement – – – (4) (4) – (4) Other comprehensive income of equity accounted investments 64 – – – 64 2 66 Items that will not be reclassified to the income statement: Fair value adjustments for the year – 250 4 602 – 4 852 – 4 852 Deferred taxation on fair value adjustments – (67) (390) – (457) – (457) Capital gains taxation on disposal of FVOCI investments – – (429) – (429) – (429) Remeasurement of post-employment benefit obligations – – – 34 34 – 34 Deferred taxation on remeasurement of post-employment benefit obligations – – – (9) (9) – (9) Change in reserves of equity accounted investments (143) – – – (143) – (143) Total comprehensive income for the year (1 921) 1 099 3 802 3 413 6 393 (29) 6 364
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 18 2026 Statement of ––– Changes in Equity ––– for the year ended 30 June 2026 Stated and Fair Share- Non- issued Treasury Equity Other value Retained holders’ controlling Total R million capital shares reserves reserves reserves earnings equity interest equity 30 June 2026 Balances at 1 July 13 416 (1 821) 9 191 8 417 1 802 86 034 117 039 6 840 123 879 Total comprehensive income for the year – – 5 619 (2 743) 3 607 551 7 034 101 7 135 Dividends paid – – – – – (3 482) (3 482) (143) (3 625) eMedia Holdings unbundling dividend in specie – – – – – (417) (417) – (417) Transactions with non- controlling shareholders – – (1) (8) – 20 11 43 54 Transfer between reserves and other movements – 35 – (31) – (4) – – – Transfer of retained income of equity accounted investments – – (8 595) – – 8 595 – – – Transfer of gain on disposal of FVOCI investments to retained earnings – – – – (3 362) 3 362 – – – Long-term share incentive scheme reserve – 116 – (10) – – 106 (8) 98 Balances at 30 June 13 416 (1 670) 6 214 5 625 2 047 94 659 120 291 6 833 127 124 30 June 2025 Balances at 1 July 13 416 (1 987) 12 075 7 321 (1 287) 82 579 112 117 7 047 119 164 Total comprehensive income for the year – – (1 921) 1 099 3 802 3 413 6 393 (29) 6 364 Dividends paid – – – – – (1 555) (1 555) (328) (1 883) Transactions with non- controlling shareholders – – (4) (21) – (16) (41) 143 102 Transfer between reserves and other movements – 39 – (39) – – – – – Transfer of retained income of equity accounted investments – – (959) – – 959 – – – Transfer of gain on disposal of FVOCI investments to retained earnings – – – 59 (713) 654 – – – Long-term share incentive scheme reserve – 127 – (2) – – 125 7 132 Balances at 30 June 13 416 (1 821) 9 191 8 417 1 802 86 034 117 039 6 840 123 879
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CONSOLIDATED 19 Statement of ––– Cash Flows ––– for the year ended 30 June 2026 30 June 30 June R million Notes 2026 2025 Cash flows – operating activities Trading profit 3 806 3 179 Adjustments 5.3.1 1 434 1 417 Trading profit before working capital changes 5 240 4 596 Working capital changes 5.3.2 (861) (19) Cash generated from operations 4 379 4 577 Cash flows generated from returns on investments 8 104 4 048 Interest received 1 109 831 Dividends received (1) 5.3.3 6 995 3 217 Finance costs (344) (410) Taxation paid 5.3.4 (2 451) (1 355) Cash available from operating activities 9 688 6 860 Dividends paid (2) 5.3.5 (3 625) (1 883) Cash inflow from operating activities 6 063 4 977 Cash flows – investing activities Investment in property, plant and equipment to maintain operations (1 549) (1 247) Investment in property, plant and equipment and other assets to expand operations (521) (725) Proceeds on disposal of property, plant and equipment and other assets 345 88 Proceeds on disposal of assets held for sale 7 – Additions to investments and loans (415) (453) Proceeds on disposal of investments and loans(3) 9 795 2 519 Refund of Vector Logistics sale proceeds – (100) Investment in money market funds (8 003) (997) Withdrawal of money market funds 676 320 Cash inflow/(outflow) from investing activities 335 (595) Cash flows – financing activities Loans repaid(4) (38) (2 753) Loans advanced 401 805 Lease payments (306) (339) Capital invested by non-controlling shareholders 18 98 Cash inflow/(outflow) from financing activities 75 (2 189) Net increase/(decrease) in cash and cash equivalents 6 473 2 193 Exchange rate profit/(loss) on foreign cash (365) (75) Cash and cash equivalents at the beginning of the year 8 822 6 704 Cash and cash equivalents at the end of the year 14 930 8 822 Cash and cash equivalents – per statement of financial position 14 933 8 855 Bank overdraft (3) (33) (1) The year ended 30 June 2026 includes the pre-implementation dividends from CIVH of R3 055 million, which was received on completion of the CIVH/Vodacom and Herotel transactions. (2) The year ended 30 June 2026 includes a payment of a special dividend of 200 cents per share. (3) The year ended 30 June 2026 includes the disposal of 1 252 712 BAT shares for a total amount of R1 211 million as well as the disposal of 91 570 145 FirstRand shares for a total amount of R8 468 million. The year ended 30 June 2025 included the partial disposal of the FirstRand shares for R2 505 million. (4) The year ended 30 June 2025 included the early redemption of Remgro’s preference shares amounting to R2 500 million.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 20 2026 Notes to the –– Annual Financial Statements –– Index 1. Accounting policies 2. Segment report 3. Results 3.1 Earnings 3.2 Per share measures 3.3 Cash dividends declared after year-end 4. Investments 4.1 Investments – Equity accounted 4.2 Equity adjustment 4.3 Investments – FVOCI 4.4 Investments – net impairments and loss allowances on loans 4.5 Dividend income 5. Cash position 5.1 Investment in money market funds 5.2 Cash and cash equivalents 5.3 Cash flow information 6. Financing and commitments 6.1 Long-term loans 6.2 Short-term loans 6.3 Leases 6.4 Financial instruments at FVPL 6.5 Commitments 6.6 Borrowing powers 6.7 Guarantees and contingent liabilities 7. Equity position 7.1 Stated and issued capital 7.2 Reserves 7.3 Non-controlling interest 7.4 Capital management 8. Share-based payments 8.1 Remgro Share Appreciation Rights Plan and the Remgro Conditional Share Plan 8.2 RCL Foods share schemes 8.3 Rainbow share schemes 9. Directors’ and key management personnel’s emoluments 10. Other assets and liabilities 10.1 Property, plant and equipment 10.2 Investment properties 10.3 Intangible assets 10.4 Retirement benefits 10.5 Inventories 10.6 Biological agricultural assets 10.7 Debtors and short-term loans 10.8 Trade and other payables 10.9 Assets and liabilities held for sale and discontinued operations 11. Taxation 11.1 Deferred taxation 11.2 Tax losses 11.3 Taxation in income statement 11.4 Tax rate reconciliation 11.5 Taxation in statement of comprehensive income 11.6 International Tax Reform – Pillar Two Model Rules 12. Other income and expenses 12.1 Revenue 12.2 Staff costs 12.3 Profit 13. Financial instruments 13.1 Classes of financial instruments and fair value 13.2 Financial instruments and risk management 14. Related parties 14.1 Related party transactions 14.2 Principal subsidiaries 14.3 Principal equity accounted investments 14.4 Key management personnel 14.5 Shareholders 15. Events after year-end 16. Restatement of comparative numbers 17. New accounting standards and interpretations
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CONSOLIDATED 21 Notes to the –– Annual Financial Statements –– for the year ended 30 June 2026 1. Accounting policies The Annual Financial Statements are prepared on the historical cost basis, unless otherwise indicated, in accordance with International Financial Reporting Standards (IFRS ® Accounting Standards) as issued by the International Accounting Standards Board (IASB), hereafter referred to as ‘IFRS Accounting Standards’, the IFRS Interpretations Committee interpretations, the requirements of the Companies Act (No. 71 of 2008), as amended, the SAICA Financial Reporting Guides issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council and the Listings Requirements of the exchange operated by the JSE Limited (JSE). These financial statements incorporate accounting policies that have been consistently applied to all periods presented and are consistent with those applied in the previous financial year. Various changes in IFRS Accounting Standards became effective for the financial year under review, but did not impact the Group. The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note VII of the accounting policies. In preparing these Annual Financial Statements, management considered the impact of the USA/Iran war and the associated uncertainty in the Middle East on the Group’s results, operations and valuations. The Group’s exposure is principally indirect, through the impact of higher or more volatile energy prices, inflationary pressures, supply-chain disruptions, foreign exchange movements, changes in interest rates and funding costs, and broader volatility in financial markets and investor sentiment. These factors may affect the operating performance of investee companies, the assumptions applied in fair value and impairment assessments and the measurement of financial instruments, particularly where valuations rely on forecast cash flows, discount rates and observable market inputs. Accordingly, where relevant, the actual and anticipated effects of these developments that were known or reasonably foreseeable at 30 June 2026 were reflected in the accounting estimates, valuation assumptions, fair value measurements and impairment assessments applied in these Annual Financial Statements. The Group also has regional exposure through Mediclinic’s healthcare operations in the Middle East, where activity levels, cost structures and investment assumptions may be influenced by the stability and economic conditions of the region. The situation remains fluid and management will continue to monitor developments and assess the impact of any new information on future reporting periods. The over-arching accounting policies that the Group applied in the preparation of the financial statements are set out below, while those that are applicable to each line item are included in the relevant notes. (I) Impact of major transactions on the financial statements During the year under review, the Group executed a number of corporate transactions that had a significant impact on the financial statements. The main corporate transactions were the following: FirstRand disposal During the year under review, Remgro disposed of its remaining investment in FirstRand Limited (FirstRand), being 91 570 145 FirstRand shares, in the open market. The investment was classified as a financial asset at FVOCI. Accordingly, the investment was remeasured to fair value up to the date of disposal and derecognised on disposal. The cumulative fair value reserve relating to the disposed shares, including the related tax effects, was transferred directly to retained earnings and no profit or loss on disposal was recognised in the income statement. BAT disposal During September 2025, Remgro sold its entire investment in British American Tobacco plc (BAT), being 1 252 712 BAT shares. The investment was classified as a financial asset at FVOCI. As with the FirstRand disposal, the investment was remeasured to fair value up to the date of disposal and derecognised on disposal. The cumulative fair value reserve relating to the disposed shares, including the related tax effects, was transferred directly to retained earnings and no profit or loss on disposal was recognised in the income statement.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 22 2026 1. Accounting policies (continued) (I) Impact of major transactions on the financial statements (continued) eMedia Investments transaction During September 2025, Remgro implemented a series of transactions with eMedia Holdings Limited (EMH) and eMedia Investments Proprietary Limited (eMedia Investments). Remgro subscribed for EMH N shares, disposed of its investment in eMedia Investments to EMH in exchange for EMH N shares and subsequently unbundled the EMH N shares to its shareholders as a dividend in specie on 29 September 2025. The investment in eMedia Investments was classified as a non-current asset held for sale and was derecognised on implementation of the transaction. The EMH N shares received in exchange were classified as FVOCI and were subsequently distributed to Remgro shareholders as a dividend in specie. The distribution was recognised directly in equity and did not result in any impact on the income statement. Any cumulative fair value reserve relating to the investment remained within equity and was transferred directly to retained earnings in accordance with the Group’s accounting policy for FVOCI equity instruments. CIVH/Vodacom transaction The CIVH/Vodacom transaction was implemented on 1 December 2025 following the fulfilment of the remaining conditions precedent. In terms of the transaction, Vodacom Proprietary Limited (Vodacom) acquired a 30% interest in Maziv Proprietary Limited (Maziv) through a combination of assets and cash. As a result, Remgro’s indirect interest in Maziv’s underlying operations diluted, while Remgro obtained an indirect interest in the assets contributed by Vodacom through its investment in Community Investment Ventures Holdings Proprietary Limited (CIVH). Remgro continued to account for its investment in CIVH as an equity accounted joint venture. The pre-implementation dividends received from CIVH was accounted for as a reduction in the carrying value of the equity accounted investment, while Remgro’s share of CIVH’s profit or loss and other equity movements was accounted for in accordance with the Group’s equity accounting policy. CIVH – Herotel transaction The Hero Telecoms Proprietary Limited (Herotel) transaction was finalised in June 2026 following the receipt of the required regulatory approvals. The transaction consolidated Herotel’s regional and rural network footprint under the Maziv umbrella and resulted in a further cash subscription for shares in Maziv by Vodacom and an additional pre- implementation dividend to CIVH. Remgro received its share of this dividend from CIVH during June 2026 and accounted for it as a reduction in the carrying value of the equity accounted investment. As CIVH has a 31 March year- end and is equity accounted by Remgro on a three-month reporting lag, the Herotel transaction occurred during the lag period. Given the significance of the transaction, the impact thereof was incorporated into the measurement of Remgro’s equity accounted investment at 30 June 2026. Mediclinic transaction On 30 March 2026, Remgro entered into an implementation agreement with MSC Mediterranean Shipping Company Holding SA (MSC) to restructure their interests in the Mediclinic group such that Remgro would acquire 100% of Mediclinic’s Southern African business unit (MCSA) and would no longer hold an interest in Hirslanden, while Remgro and MSC continue to hold their joint interests, through Mediclinic Holdings Limited (Mediclinic), in Mediclinic’s Middle East business unit and the 30% interest in Spire Healthcare Group plc. MCSA and Hirslanden were thus classified as disposal groups held for sale at 30 March 2026 in the Mediclinic group in accordance with IFRS 5: Non-current Assets Held for Sale and Discontinued Operations. In accordance with IFRS 5, an impairment loss was recognised in the Mediclinic group, which has been equity accounted by Remgro. On 1 July 2026, after all conditions precedent had been fulfilled, Remgro and MSC implemented the Mediclinic restructuring. As control over MCSA was obtained after 30 June 2026, the transaction is treated as a non-adjusting event after the reporting period. Remgro will account for the acquisition from 1 July 2026 and will consolidate the results of MCSA from that date. The accounting for the transaction had not been finalised at the date of approval of these Annual Financial Statements and no purchase price allocation amounts have therefore been included in these financial statements.
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CONSOLIDATED 23 1. Accounting policies (continued) (II)Consolidation Consolidation – subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date, and any gains or losses arising from such remeasurement are recognised in profit or loss. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that are deemed an asset or liability are recognised in accordance with IFRS 9: Financial Instruments either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of the consideration transferred, non-controlling interest recognised and previously held interest measured are less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the income statement. Intergroup transactions, balances and unrealised gains and losses are eliminated on consolidation. When necessary, amounts reported by subsidiaries have been adjusted to conform to the Group’s accounting policies. Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between the fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in the carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. Subsidiaries are measured at cost less accumulated impairments in the separate financial statements.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 24 2026 1. Accounting policies (continued) (III) Foreign currencies Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates, i.e. its functional currency. The functional currency of the Company and the presentation currency of both the Company and the Group is rand. All amounts, unless otherwise indicated, are stated in millions. Transactions and balances Foreign currency transactions are translated to the functional currency using the exchange rates prevailing at the date of the transactions. Except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges, foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of foreign currency denominated monetary assets and liabilities are recognised in the income statement. Translation differences on non-monetary items are accounted for based on the classification of the underlying items. Foreign exchange gains and losses on financial instruments classified as at fair value through other comprehensive income are included in other comprehensive income, whereas those on financial instruments held at fair value through profit and loss are reported as part of the fair value gain or loss. Group entities The results and financial position of all foreign operations that have a functional currency different from the Group’s presentation currency are translated into the presentation currency as follows: •Assets and liabilities are translated at the closing rate on the reporting date; •Income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and •All resulting exchange differences are recognised directly in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to other comprehensive income. On disposal of foreign operations, the related exchange differences are recognised in the income statement as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operation and translated at closing rates at the reporting date. Foreign currencies used 30 June 30 June Movement 2026 2025 (%) Closing exchange rates SA rand/British pound 21.7604 24.3833 10.8 SA rand/USA dollar 16.3934 17.7500 7.6 SA rand/Swiss franc 20.3252 22.2605 8.7 SA rand/euro 18.7491 20.8429 10.0 Average exchange rates SA rand/British pound 22.6750 23.4858 3.5 SA rand/USA dollar 16.8981 18.1650 7.0 SA rand/Swiss franc 21.2919 20.9495 (1.6) SA rand/euro 19.7079 19.7431 0.2
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CONSOLIDATED 25 1. Accounting policies (continued) (IV) Impairment of assets Goodwill and intangible assets with indefinite lives These assets are assessed annually for possible impairments. For purposes of impairment testing, goodwill is allocated to cash-generating units, being the lowest component of the business measured in the management accounts that is expected to generate cash flows that are largely independent of another business component. Impairment losses relating to goodwill are not reversed. Any impairment is recognised in the income statement. Other assets The Group assesses at each reporting date whether there is objective evidence that other assets may be impaired. •Impairment – subsidiaries, joint ventures and associates The carrying amounts of subsidiaries (referring to the separate financial statements), joint ventures and associates are reviewed, if there is objective evidence of impairment, and written down where necessary. •Investment properties, property, plant and equipment and intangible assets with finite useful lives Where these assets are identified as being impaired, the carrying amount is reduced to reflect the decline in value. Such written-off amounts are accounted for in the income statement. •Financial assets measured at amortised cost The Group recognises an allowance for expected credit losses for all debt instruments measured at amortised cost. Expected credit losses are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. Expected credit losses are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, expected credit losses are provided for credit losses that result from default events that are possible within the next 12 months. For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default. For trade receivables only, the Group applies the simplified approach permitted by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the receivables. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward looking factors specific to the debtors and the economic environment, for example, growth in gross domestic product and changes in unemployment rates. Trade receivables have been grouped based on shared credit risk characteristics, such as the days past due. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, such as improved credit rating, the previously recognised impairment loss is reversed and is recognised in the income statement. •Presentation Due to the nature and significance of the item, it is presented in a separate line below trading profit in the income statement. (V) Income statement The composition of the Group’s net profit is relevant for a proper understanding of its financial results. Due to the nature of the Group’s operations, a significant portion of its net profit results from associates and joint ventures. Consequently, additional information relating to the Group’s share of the after-tax profit of associates and joint ventures is disclosed separately in note 4.2. In order to promote comparability, equity accounted income from associates and joint ventures, which is presented on an after-tax basis, is disclosed after the tax line in the income statement. ”Consolidated profit” represents the profit of the Company and its subsidiaries before equity accounted income, while “trading profit” represents the profit of the operating subsidiaries in the Group, before investment income, finance costs, results of corporate actions and impairments.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 26 2026 1. Accounting policies (continued) (VI) Earnings measures Corporate actions may lead to significant items being recognised in the income statement that may not be excluded from the calculation of headline earnings. In these instances, the Group may disclose an alternative earnings measure excluding these items to promote comparability between reporting periods. In accordance with paragraph 3.4(b)(v) of the JSE Listings Requirements, the Company again confirms the use of headline earnings per share for trading statement purposes. This is still considered an appropriate measure given that, as an investment holding company, the assessment of headline earnings is a key performance measure. (VII) Critical accounting judgements and critical accounting estimates and assumptions The preparation of the financial statements necessitates the use of estimates, assumptions and judgements that affect the reported amounts in the statement of financial position and income statement. Although estimates are based on management’s best knowledge and judgements of current facts as at the reporting date, the actual outcome may differ from those estimates. Critical judgements in applying the Group’s accounting policies The most critical judgement exercised relates to the classification of investments (note 4), as well as the valuation thereof (note 2). Judgement is also exercised regarding the determination of the functional currency of the offshore entities that hold the Group’s cash and short-term financial investments. The functional currencies of these entities are determined with reference to the currency in which the entities receive their operating cash inflows, as this most fairly presents the economic effects of the underlying transactions, events and conditions. The operations of these entities are clearly separated from those of the parent and are managed separately from each other in terms of a strategic investment plan to invest and/or raise finance in hard currencies based on specific and pre-determined portfolio allocations. As a result, exchange differences arising on the translation of those entities into the reporting currency of the Group are deferred in other comprehensive income until being realised, as opposed to being reported in the income statement on a continuous basis. Reversal of a prior period impairment of the investment in Mediclinic Included in the carrying value of the investment in Mediclinic is an impairment of R3 898 million. Management concluded that a reversal of a portion of the impairment is not appropriate. Refer to note 4.4.1 for details. Critical estimates and assumptions Deferred tax on investments The Group provides deferred tax on all temporary differences between the carrying value and tax base on investments, measuring the estimated tax consequences based on the manner in which the entity, at the reporting date, expects to recover the carrying value of its various investments: •Equity accounted investments’ carrying values are mainly recovered through non-taxable dividends and deferred tax on temporary differences is therefore raised at nil percent. •Financial instruments at fair value’s carrying values are recovered through sale and dividends; therefore the Group assesses the most likely manner in which the carrying value will be realised and, based on that, uses a combination of the dividend tax rate or the capital gains tax (CGT) rate to determine deferred tax on related temporary differences. Other significant estimates and assumptions Significant estimates and assumptions were used in determining and/or measuring: •the useful lives and residual values of investment properties, property, plant and equipment and intangible assets; •impairment testing of goodwill and indefinite life intangible assets; •retirement benefit obligations; and •share-based payments expenses. Details of these estimates and assumptions are set out in the relevant notes to the Annual Financial Statements.
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CONSOLIDATED 27 2. Segment report(1) Year ended(1) Year ended(1) 30 June(1) 30 June 2026 30 June(1) 30 June 2025 2026(1) Net assets 2025(1) Net assets Headline(1) Book(2) Intrinsic Headline(1) Book(2) Intrinsic earnings(2) value(3) value earnings(2) value(3) value R million Restated(1) Restated(2) Restated Healthcare Mediclinic 3 753 (1) 30 530 (1) 41 381 2 386 (1) 38 094 (1) 41 500 (1) (1) (1) (1) Consumer products (1) (1) (1) (1) Heineken Beverages 111 (1) 6 617 (1) 7 150 (50)(1) 6 574 (1) 6 742 Siqalo Foods 463 (1) 6 561 (1) 6 941 465 (1) 6 462 (1) 6 416 RCL Foods 751 (1) 8 193 (1) 5 820 1 119 (1) 8 007 (1) 7 855 Rainbow 1 079 (1) 4 436 (1) 4 127 469 (1) 3 646 (1) 2 949 Capevin (19)(1) 1 437 (1) 853 (3)(1) 1 640 (1) 1 124 (1) (1) (1) (1) Financial services (1) (1) (1) (1) OUTsurance Group 1 730 (1) 6 275 (1) 36 922 1 398 (1) 6 220 (1) 36 772 Discovery 160 (1) 11 241 (1) 11 241 122 (1) 9 150 (1) 9 150 Business Partners 86 (1) 1 592 (1) 1 492 85 (1) 1 494 (1) 1 424 FirstRand 326 (1) – (1) – 436 (1) 5 733 (1) 5 733 (1) (1) (1) (1) Infrastructure (1) (1) (1) (1) CIVH 319 (1) 8 186 (1) 16 158 (93)(1) 6 783 (1) 15 800 Other infrastructure investments 36 (1) 236 (1) 458 1 (1) 180 (1) 839 (1) (1) (1) (1) Industrial (1) (1) (1) (1) Air Products 686 (1) 1 534 (1) 6 851 643 (1) 1 445 (1) 6 290 TotalEnergies 618 (1) 2 534 (1) 4 102 194 24 2 468 (1) 4 222 Wispeco 286 (1) 2 153 (1) 1 757 284 (1) 1 972 (1) 1 900 Other industrial investments 37 (1) 245 (1) 311 197 (1) 1 651 (1) 1 691 (1) (1) (1) (1) Diversified investment vehicles (1) (1) (1) (1) KTH 377 (1) 2 623 (1) 3 263 344 (1) 2 333 (1) 3 129 Prescient China Equity Fund – (1) 1 489 (1) 1 489 – (1) 1 187 (1) 1 187 Asia Partners Funds 15 (1) 823 (1) 823 – (1) 739 (1) 739 Invenfin 10 (1) 573 (1) 698 5 (1) 644 (1) 752 Other diversified investment vehicles 88 (1) 623 (1) 623 13 (1) 617 (1) 617 (1) (1) (1) (1) Central treasury (1) (1) (1) (1) Finance income/cash at the centre 606 (1) 20 371 (1) 20 371 376 (1) 8 362 (1) 8 362 Finance costs/debt at the centre – (1) – (1) – (95)(1) – (1) – Other net corporate income/ (costs)/assets (378)(1) 2 019 (1) 2 600 (469)(1) 1 638 (1) 2 254 11 140 (1) 120 291 (1) 175 431 7 827 (1) 117 039 (1) 167 447 Potential CGT liability (1) (1) (5 187) (1) (1) (4 945) Total 11 140 (1) 120 291 (1) 170 244 7 827 (1) 117 039 (1) 162 502 Additional segmental information is disclosed in note 12.1. (1) Refer to comparison with prior year on page 28 for further information. (2) Refer to note 3.1 for the calculation of headline earnings. (3) Total book value equals shareholders’ equity. Non-current assets, amounting to R35 965 million (2025: R44 606 million), are located in foreign countries.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 28 2026 2. Segment report (continued) Segmental information Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Board of Directors of the Company, who makes strategic decisions. Each significant investment is classified as an operating segment. Operating segments are presented in platforms. Platforms consist of investments with similar economic characteristics. The measures used by the Chief Operating Decision Maker are headline earnings and the intrinsic net asset value (INAV). The INAV is used to assess shareholder value created as well as the performance of each operating segment. It is therefore presented as part of the Group’s segment information. The intrinsic value of assets is determined as follows: •Listed investments – number of shares held multiplied by the quoted share price at the reporting date (level 1); •Unlisted investments – valuations using the principles as prescribed in IFRS 13 (level 3); •Cash and debt at the centre – carrying value. Cash at the centre excludes cash held by subsidiaries that are separately valued (mainly RCL Foods, Rainbow, Siqalo Foods, Capevin and Wispeco); and •Other corporate assets – carrying value, with the exception of investment properties (level 3), included at fair value as disclosed in note 10.2. Refer to notes 4.3, 14.2 and 14.3 that indicate which investments are listed and which are unlisted. The INAV will not necessarily correspond with the values per the statement of financial position, since the latter is measured in accordance with IFRS Accounting Standards as described in the Group’s accounting policies. The potential CGT liability is calculated on the specific identification method using the most favourable calculation for investments acquired before 1 October 2001 and taking into account the corporate relief provisions. The fair values of investments at FVOCI are disclosed net of deferred CGT. Comparison with prior year Each significant investment is classified as an operating segment. Operating segments are presented in pillars. The pillars under which the results of investee companies are being reported to the Chief Operating Decision Maker were changed and certain investments reallocated in line with internal reporting to enhance stakeholder communication. During the year under review, Remgro sold its investments in FirstRand and BAT and distributed its investment in eMedia Investments to its shareholders. As Discovery Limited (Discovery) became the only remaining significant investment within the Portfolio investments pillar, Remgro reclassified its investments in Discovery and FirstRand to the Financial services pillar. The Media pillar, which consisted mainly of the investment in eMedia Investments, and the remaining assets within the Portfolio investments pillar, which consisted mainly of the investment in BAT, were incorporated into the Industrial pillar under Other industrial investments. In addition, the Impact investments were reclassified to Other net corporate assets and Seacom Capital Limited (Seacom) was classified to Other Infrastructure investments due to their relatively small size. The comparative figures have been presented accordingly. Valuation of unlisted investments The main assumptions used in the valuation of unlisted investments were discount rates, which varied between 6.6% and 13.5% (2025: 4.4% and 14.6%), and terminal growth rates, which varied between 1.0% and 3.8% (2025: 1.0% and 4.5%). Where the discounted cash flow method is used as valuation methodology, the forecast free cash flow period is generally limited to a maximum of five years. Where Remgro holds a non-controlling interest, a tradability discount (or discount for lack of control) is applied. No control premiums are applied. Remgro’s unlisted investments were valued as follows: Investment Principal valuation methodology Mediclinic Sum-of-the-parts (external valuation) CIVH Discounted cash flow method Heineken Beverages Discounted cash flow method Siqalo Foods Discounted cash flow method Air Products Discounted cash flow method TotalEnergies Discounted cash flow method (external valuation) KTH Sum-of-the-parts (external valuation) Capevin Discounted cash flow method Wispeco Discounted cash flow method Business Partners Net asset value Prescient China Equity Fund Net asset value Seacom Discounted cash flow method Asia Partners (Fund I & II) Net asset value PRIF (Fund I & II) Net asset value
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CONSOLIDATED 29 2. Segment report (continued) Segmental income statement Inter-(1) Total segment(1) as per RCL(1) (1) Siqalo elimi-(1) Other income R million Foods(1) Rainbow Capevin(1) Foods Wispeco nations(1) segment s statement 30 June 2026 Revenue 24 498 (1) 17 055 1 810 (1) 3 797 4 253 (259)(1) (144) 51 010 Inventory expenses (13 728)(1) (9 578) (1 139)(1) (2 016) (2 722) – (1) 274 (28 909) Staff costs (3 685)(1) (2 461) (412)(1) (220) (684) – (1) (568) (8 030) Depreciation (645)(1) (352) (139)(1) (49) (104) – (1) (47) (1 336) Amortisation (40)(1) (10) (6)(1) (8) – – (1) (24) (88) Interest income 63 (1) 145 17 (1) 55 27 – (1) 872 1 179 Finance costs (215)(1) (33) (119)(1) (10) (6) – (1) (4) (387) Net impairments of investments, (1) (1) (1) assets and goodwill (206)(1) (14) (88)(1) – – – (1) (139) (447) Equity accounted investments – (1) – – (1) – – – (1) 4 4 Property, plant and equipment – (1) (14) – (1) – – – (1) – (14) Intangible and other assets (206)(1) – (88)(1) – – – (1) (143) (437) Profit on sale and dilution of (1) (1) (1) investments – (1) – – (1) – – – (1) 48 48 Taxation (354)(1) (502) (54)(1) (98) (105) – (1) (57) (1 170) Share of after-tax profit of equity (1) (1) (1) accounted investments (8)(1) – – (1) – – – (1) (1 763) (1 771) (1) – – Net profit for the year 768 (1) 1 373 87 (1) 299 289 – (1) (984) 1 832 Equity holders 755 (1) 1 342 56 (1) 299 286 – (1) (1 300) 1 438 Non-controlling interest 13 (1) 31 31 (1) – 3 – (1) 316 394 30 June 2025 Restated(2) Revenue 25 547 (1) 15 838 1 923 (1) 3 715 3 909 (262)(1) (111) 50 559 Inventory expenses (14 533)(1) (9 933) (1 234)(1) (2 007) (2 440) – (1) 222 (29 925) Staff costs (3 980)(1) (2 262) (415)(1) (203) (645) – (1) (535) (8 040) Depreciation (604)(1) (324) (154)(1) (53) (107) – (1) (50) (1 292) Amortisation (40)(1) (5) (3)(1) (8) – – (1) (28) (84) Interest income 83 (1) 93 31 (1) 59 26 – (1) 552 844 Finance costs (238)(1) (38) (108)(1) (16) (6) – (1) (97) (503) Net impairments of investments, (1) (1) (1) assets and goodwill – (1) (33) (799)(1) – – – (1) (709) (1 541) Equity accounted investments – (1) – – (1) – – – (1) (709) (709) Property, plant and equipment – (1) (33) – (1) – – – (1) – (33) Intangible and other assets – (1) – (799)(1) – – – (1) – (799) Profit/(loss) on sale and dilution (1) (1) (1) of investments 210 (1) – – (1) – – – (1) (219) (9) Taxation (432)(1) (206) (34)(1) (113) (102) – (1) (70) (957) Share of after-tax profit of equity (1) (1) (1) accounted investments 128 (1) – – (1) – – – (1) 1 489 1 617 (1) (1) (1) (1) (1) (1) Net profit for the year 1 651 (1) 545 (807)(1) 305 287 – (1) 1 205 3 186 Equity holders 1 609 (1) 571 (811)(1) 305 284 – (1) 1 345 3 303 Non-controlling interest 42 (1) (26) 4 (1) – 3 – (1) (140) (117) (1) RCL Foods accounts for administration fee received from Siqalo Foods and Rainbow as revenue. On consolidation, this revenue is transferred to intergroup administration fee received. (2) Refer to note 16 for the restatement of comparative numbers.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 30 2026 3. Results 3.1 Earnings 30 June 2026 30 June 2025 R million Gross Net Gross Net Headline earnings reconciliation Net profit for the year attributable to equity holders (earnings) 1 438 3 303 – Impairment of equity accounted investments 13 13 712 712 – Reversal of impairment of equity accounted investments (17) (17) (3) (3) – Impairment of property, plant and equipment 14 8 33 10 – Impairment of investment property 6 6 – – – Impairment of intangible and other assets 431 209 799 269 – Profit on sale and dilution of equity accounted investments (48) (47) – – – Loss on sale and dilution of equity accounted investments – – 2 23 – Profit on disposal of property, plant and equipment (109) (29) (54) (29) – Loss on disposal of property, plant and equipment 12 14 25 13 – Loss on disposal of intangible assets – 3 – 9 – Loss on sale of subsidiary – – 7 6 – Non-headline earnings items included in equity accounted earnings of equity accounted investments 10 800 9 542 3 572 3 514 – Profit on disposal of property, plant and equipment (20) (21) – – – Loss on disposal of property, plant and equipment – – 140 82 – Profit on sale of investments (501) (501) (94) (94) – Loss on sale of investments 2 2 – – – Impairment of investments, assets and goodwill 11 319 10 062 3 526 3 526 Total headline earnings 11 140 7 827
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CONSOLIDATED 31 3. Results (continued) 3.2 Per share measures 30 June 30 June Rand 2026 2025 Earnings per share Headline earnings per share Basic 20.03 14.09 Diluted 19.89 13.96 Earnings per share Basic 2.59 5.95 Diluted 2.51 5.86 Dividends per share (cents) Ordinary 595 344 Interim 173 96 Final 422 248 Special 550 200 Asset value per share Intrinsic net asset value (Rand) 305.80 292.34 Book net asset value (Rand) 216.07 210.55 Remgro share price (Rand) 197.00 158.20 Percentage discount to intrinsic net asset value (%) 35.6 45.9
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 32 2026 3. Results (continued) 3.2 Per share measures (continued) Earnings per share In determining earnings per share and headline earnings per share, the weighted number of shares in issue after deduction of treasury shares was used as denominator. 30 June 30 June 2026 2025 Number Number Reconciliation of the weighted number of shares of shares of shares Number of shares in issue at the beginning of the year 568 273 994 568 273 994 Weighted number of treasury shares (12 110 056) (12 804 899) Weighted number of shares 556 163 938 555 469 095 Diluted earnings per share In determining diluted earnings per share and diluted headline earnings per share, the weighted number of shares in issue was adjusted for the deemed dilutive effect of the offers accepted by participants in the Remgro Equity Settled Share Schemes (the Schemes), but not yet delivered. The delivery of scheme shares to participants will be regarded as an issue of shares. As the market value (fair value) of the shares at date of delivery will differ from the offer value, the number of shares represented by the difference will be regarded as an issue of ordinary shares for no consideration. Some subsidiary and equity accounted investments have similar management incentive schemes as well as other instruments that can dilute these companies’ earnings in the future. To calculate Remgro’s diluted earnings per share, R30 million (2025: R29 million) and R5 million (2025: R26 million) were offset against earnings and headline earnings respectively to account for the potential dilutive effect. 30 June 30 June 2026 2025 Reconciliation of the weighted number of shares in issue Number of Number of for diluted earnings per share shares shares Weighted number of shares 556 163 938 555 469 095 Adjustment for potential dilutive effect of the Remgro Share Schemes 3 527 729 3 482 516 Diluted weighted number of shares 559 691 667 558 951 611 Asset value per share In determining asset value per share, the number of shares in issue, after deduction of treasury shares, was used as denominator (refer to note 7.1.3) and intrinsic NAV and book NAV, as per the segment report, as the respective nominators. 3.3 Cash dividends declared after year-end Declaration of cash dividend No. 52 A final gross dividend of 422 cents (2025: 248 cents) per share has been declared out of income reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value, for the year ended 30 June 2026. The total gross dividend per share, excluding the special dividend, for the year ended 30 June 2026 therefore amounts to 595 cents, compared to 344 cents for the year ended 30 June 2025. Declaration of special dividend A special dividend of 550 cents per share has been declared out of income reserves in respect of both the ordinary shares of no par value and the unlisted B ordinary shares of no par value. These dividends will be subject to dividend withholding tax of 20%, resulting in a net dividend of 337.60 cents per share in respect of the ordinary dividend and 440.00 cents per share in respect of the special dividend, unless the shareholder concerned is exempt from paying dividend withholding tax or is entitled to a reduced rate in terms of an applicable double-tax agreement. The issued share capital at the declaration date is 529 217 007 ordinary shares and 39 056 987 B ordinary shares.
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CONSOLIDATED 33 4. Investments 30 June 30 June R million 2026 2025 Associates 22 464 21 805 Joint ventures 39 156 45 327 Investments – equity accounted 61 620 67 132 Loans to equity accounted investments – Current 17 4 61 637 67 136 Financial assets at fair value through other comprehensive income 17 179 22 316 Total investments 78 816 89 452 4.1 4.1 Investments – equity accounted Equity accounted investments Investments accounted for using the equity method consist of joint ventures (entities or arrangements over which Remgro has joint control stemming from contractual rights) and associates (entities in which the Group has significant influence, but not control; normally accompanying a shareholding of between 20% and 50% of voting rights in the investment). In the separate financial statements, these investments are measured at cost less any impairments, while in the Group financial statements, these investments are measured using the equity method of accounting. The equity method of accounting Under the equity method of accounting, investments are initially recognised at cost. The carrying value includes goodwill identified on acquisition. Subsequent to initial recognition, the carrying value of the investment is adjusted to recognise the Group’s share of the post-acquisition profits or losses, movements in other comprehensive income and other equity movements, with the corresponding entry accounted for in either the income statement (for the Group’s share of profits and losses) or other comprehensive income (for the Group’s share of other comprehensive income and other equity movements after considering the substance of each transaction). Dividends received are accounted for against the carrying value of the investment. The Group ceases to account for its share of losses once those equal or exceed its interests in the investment (which includes any long-term loans that in substance form part of the Group’s net investment). Accounting policies of equity accounted investments have been changed where necessary to ensure consistency with the policies adopted by the Group. Unrealised gains and losses on transactions between the Group and its equity accounted investments are eliminated to the extent of the Group’s interest in these investments, unless losses provide evidence of impairment of the underlying asset. The Group determines whether there is any objective evidence that its investments are impaired at each reporting date. An impairment is the difference between the equity accounted investment’s recoverable amount and its carrying value. Impairments are recognised in the income statement. If the ownership interest in an equity accounted investment is reduced, but significant influence or joint control is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss. Equity transactions by these entities that cause a dilution in the Group’s ownership interest are likewise treated as part disposals. Critical judgements The most critical judgement exercised relates to the classification of investments as associates rather than subsidiaries or financial instruments at fair value. Remgro also has investments in which it holds more than 50% of the voting rights, but where an assessment of its influence over the business’s relevant activities indicated that it does not have control. With reference to CIVH, in which Remgro held 57% on 30 June 2026 (2025: 57%), the limitations placed on shareholders by the entity’s Memorandum of Incorporation effectively give Remgro joint control over the entity. Remgro has joint control over Mediclinic through its 50% interest and the joint venture agreement it has in place with its co- shareholder in that company. Remgro holds an interest of 50% in Air Products South Africa Proprietary Limited’s (Air Products) voting rights, but has neither control, nor joint control over the entity’s relevant activities. Accordingly, Remgro has significant influence over Air Products, and it is classified as an associate. Remgro holds 18.8% of Heineken Beverages. As it has the right to board representation in the investment and a minority shareholder protection agreement, it is the Remgro Board’s judgement that it rebutted the presumption in IFRS Accounting Standards that it does not have significant influence in Heineken Beverages. Accordingly, the investment is classified as an associate and accounted for using the equity method.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 34 2026 4. Investments (continued) 4.1 Investments – equity accounted (continued) The Group’s principal associates and joint ventures are: Investment Classification Business Air Products Associate Produces oxygen, nitrogen, argon, hydrogen and carbon dioxide for sale in gaseous form by pipeline under long-term contracts to major industrial users Heineken Beverages Associate Produces and markets a range of ciders, flavoured alcoholic beverages, wines, lager and spirits OUTsurance Group Associate South African investment holding company with significant investment in OUTsurance Holdings Limited TotalEnergies Associate Refines and markets petroleum products in South Africa, as well as distributes to neighbouring countries CIVH Joint venture South African holding company that builds, owns, maintains and monitors its fibre-optic network and related infrastructure Mediclinic Joint venture Incorporated in the United Kingdom and operates private medical facilities in Southern Africa, the Middle East, Switzerland and the United Kingdom 4.1.1 Associates 30 June 2026 30 June 2025 R million Listed Unlisted Total Listed Unlisted Total Shares – at cost 6 604 10 781 17 385 6 604 10 795 17 399 Equity adjustment 487 4 446 4 933 482 3 801 4 283 Carrying value 7 091 15 227 22 318 7 086 14 596 21 682 Non-current loans – 146 146 – 123 123 Current loans – 4 4 – 4 4 7 091 15 377 22 468 7 086 14 723 21 809 Market values of listed investments 36 922 36 772 30 June 30 June Reconciliation of carrying value at the beginning and end of the year (R million) 2026 2025 Carrying value at the beginning of the year 21 809 22 677 Share of net attributable profit of associates 3 642 2 670 Dividends received from associates (2 916) (2 183) Investments made 34 4 Exchange rate differences (14) (3) Impairments (refer note 4.4) (13) (207) Equity accounted movements on reserves (97) (213) Loans advanced 23 38 Reclassified to non-current assets held for sale or distribution (refer note 10.9.2) – (974) Carrying value at the end of the year 22 468 21 809
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CONSOLIDATED 35 4. Investments (continued) 4.1 Investments – equity accounted (continued) 4.1.1 Associates (continued) Set out below is the summarised financial information, as well as a reconciliation of that information to the carrying amount, of the Group’s most significant associates which are accounted for using the equity method. Year ended 30 June 2026 31 March 2026 OUTsurance Heineken R million Group TotalEnergies Beverages Air Products Summarised statement of comprehensive income Revenue 41 487 67 179 55 272 6 118 Profit before tax 8 690 3 371 1 412 1 906 Taxation (2 468) (889) (644) (513) Profit after tax 6 222 2 482 768 1 393 Attributable to non-controlling shareholders (557) – (175) (10) Attributable profit for the year 5 665 2 482 593 1 383 Headline earnings 5 675 2 482 589 1 373 Other comprehensive income attributable to shareholders (314) (15) 147 – Total comprehensive income attributable to shareholders 5 351 2 467 740 1 383 Summarised statement of financial position Net advance, loans and contract liabilities 2 599 – – – Intangible assets 227 853 26 535 227 Property, plant and equipment and other 1 564 7 163 18 681 3 565 Investments and loans 34 375 415 3 357 3 Current assets 2 099 19 454 17 594 1 984 Total assets 40 864 27 885 66 167 5 779 (26 096) (17 707) (28 008) (2 411) Non-controlling interest (1 475) – (2 149) (36) Non-current liabilities (22 260) (2 213) (12 126) (1 557) Current liabilities (2 361) (15 494) (13 733) (818) Net assets 14 768 10 178 38 159 3 368 Reconciliation to carrying value Remgro’s effective interest 30.48%1 24.90%1 18.80%1 50.00%1 Remgro’s effective interest in net assets 4 501 2 534 7 174 1 684 Goodwill and other intangible assets 1 787 – 3 700 – Dividends received subsequent to associates’ reporting date – – – (150) Accumulated impairment (refer note 4.4.2) – – (4 257) – Carrying value at 30 June 2026 6 288 2 534 6 617 1 534 Fair value of listed investments 36 922 – – – Dividends received 1 564 548 96 575
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 36 2026 4. Investments (continued) 4.1 Investments – equity accounted (continued) 4.1.1 Associates (continued) Set out below is the summarised financial information, as well as a reconciliation of that information to the carrying amount, of the Group’s most significant associates which were accounted for using the equity method. Year ended 30 June 2025 31 March 2025 OUTsurance Heineken Group TotalEnergies(1) Beverages Air Products R million Restated(1) Summarised statement of comprehensive 1 income 1 Revenue 37 131 80 206 1 55 243 5 775 Profit before tax 7 681 303 1 460 1 781 Taxation (2 462) 132 1 (334) (479) Profit after tax 5 219 435 1 126 1 302 Attributable to non-controlling shareholders (512) – 1 (462) (9) Attributable profit/(loss) for the year 4 707 435 1 (336) 1 293 1 Headline earnings/(loss) 4 585 779 1 (268) 1 286 1 Other comprehensive income attributable 1 to shareholders (497) – 1 – – 1 Total comprehensive income attributable 1 to shareholders 4 210 435 1 (336) 1 293 1 Summarised statement of financial position 1 Net advance, loans and contract liabilities 2 353 – 1 – – Intangible assets 224 533 1 26 859 76 Property, plant and equipment and other 1 558 7 185 1 20 155 2 775 Investments and loans 32 047 324 1 2 474 11 Current assets 2 467 17 990 1 19 076 1 461 Total assets 38 649 26 032 1 68 564 4 323 (24 104) (16 120) 1 (30 635) (1 132) Non-controlling interest (1 399) – 1 (2 312) (31) Non-current liabilities (20 251) (2 109) 1 (13 923) (480) Current liabilities (2 454) (14 011) 1 (14 400) (621) 1 Net assets 14 545 9 912 (1) 37 929 3 191 Reconciliation to carrying value 1 Remgro’s effective interest 30.48% 24.90% 1 18.80% 50.00% 1 Remgro’s effective interest in net assets 4 433 2 468 1 7 131 1 595 Goodwill and other intangible assets 1 787 – 1 3 700 – Dividends received subsequent to associates’ 1 reporting date – – 1 – (150) Accumulated impairment (refer note 4.4.2) – – 1 (4 257) – Carrying value at 30 June 2025 6 220 2 468 1 6 574 1 445 Fair value of listed investments 36 772 – 1 – – Dividends received 1 135 320 1 – 500 (1) TotalEnergies incorrectly included excise duty in respect of product exchanges in revenue and cost of sales and accordingly revenue and cost of sales were overstated in the 2025 financial year by R3 435 million.
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CONSOLIDATED 37 4. Investments (continued) 4.1 Investments – equity accounted (continued) 4.1.1 Associates (continued) 30 June 30 June R million 2026 2025 Information pertaining to Remgro’s other associates is aggregated as follows: Carrying value 5 503 5 098 The Group’s share of: – Profit from operations 507 544 – Other comprehensive income 2 – – Total comprehensive income 510 543 – Headline earnings 463 552 4.1.2 Joint ventures Unlisted shares – at cost 31 362 31 696 Equity adjustment 7 794 13 630 Carrying value 39 156 45 326 Non-current loans – 1 Current loans 13 – 39 169 45 327 Reconciliation of carrying value at the beginning and end of the year Carrying value at the beginning of the year 45 327 47 367 Share of net attributable loss of joint ventures (5 413) (1 053) Dividends received from joint ventures (3 487) (387) Equity accounted movements on reserves(1) 5 860 134 Exchange rate differences(2) (3 125) (737) Reclassified to non-current assets held for sale or distribution (refer note 10.9.2) (22) – Reversal of impairments (refer note 4.4) 17 3 Loans advanced 13 – Loans repaid (1) – Carrying value at the end of the year 39 169 45 327 (1) Consist mainly of equity accounted reserve movements of CIVH (R3 686 million, transaction with non-controlling shareholders on the CIVH/Vodacom transaction) and Mediclinic (R2 205 million, mainly foreign exchange translations). (2) Mainly due to exchange rate differences between USD and ZAR on Mediclinic.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 38 2026 4. Investments (continued) 4.1 Investments – equity accounted (continued) 4.1.2 Joint ventures (continued) Set out below is the summarised financial information, as well as a reconciliation of that information to the carrying amount of CIVH and Mediclinic, the Group’s most significant joint ventures that are accounted for using the equity method. 31 March 2026 31 March 2025 CIVH Mediclinic CIVH Mediclinic(1) Repre-(1) R million sented(1) Summarised statement of comprehensive income Revenue 7 689 26 378 6 755 25 486 (1) Depreciation and amortisation (1 932) (1 507) (2 165) (1 659)(1) Interest income 260 364 275 255 (1) Interest expense (2 304) (294) (2 533) (365)(1) Profit before tax from continuing operations 1 136 2 096 52 2 370 (1) Taxation (509) (208) (255) (182)(1) Profit/(loss) after tax from continuing operations 627 1 888 (203) 2 188 (1) Loss after tax from discontinued operations – (14 497) – (1 914)(1) Attributable to non-controlling shareholders (81) (87) 35 (347)(1) Attributable profit/(loss) for the year from continuing operations 546 1 888 (168) 2 188 (1) Attributable loss for the year from discontinued operations – (14 584) – (2 261)(1) (1) Headline earnings/(loss) 560 7 170 (163) 4 193 (1) Other comprehensive income attributable to shareholders – 4 556 – 582 (1) Total comprehensive income attributable to shareholders 546 (8 140) (168) 510 (1) Summarised statement of financial position Non-current assets 39 607 38 344 35 197 137 651 (1) Cash and cash equivalents 777 9 705 877 13 082 (1) Other current assets 2 864 108 442 1 118 22 791 (1) Total assets 43 248 156 491 37 192 173 524 (1) (29 641) (86 557) (25 712) (88 733)(1) Non-controlling interest (6 457) (2 361) (93) (2 521)(1) Non-current financial liabilities (13 938) – (20 883) (34 826)(1) Other non-current liabilities (3 242) (7 049) (2 680) (30 831)(1) Current financial liabilities (excluding trade and other payables and provisions) (3 640) – (346) (2 219)(1) Current liabilities (2 364) (77 147) (1 710) (18 336)(1) Net assets 13 607 69 934 11 480 84 791 (1) Reconciliation to carrying value Remgro’s effective interest 57.02% 50.00% 57.02% 50.00%(1) Remgro’s effective interest in net assets 7 759 34 967 6 546 42 396 (1) Effect of disproportionate dividend 123 – – – (1) Dividends received after 31 March year-end (394) (371) – (359)(1) Profit on reclassification of associate to subsidiary(2) 461 – – – (1) Accumulated impairment (refer note 4.4.1) – (3 898) – (3 898)(1) Goodwill 237 3 905 237 4 374 (1) Intangible assets(3) – (4 073) – (4 419)(1) Carrying value at 30 June 8 186 30 530 6 783 38 094 (1) Dividends received 3 055 371 – 359 (1) (1) Represented to reflect the classification of the MCSA and Hirslanden as discontinued operations in accordance with IFRS 5. (2) CIVH acquired an additional interest in Herotel, resulting in Herotel becoming a subsidiary and the recognition of a gain. (3) Intangible assets relate to IFRS 3 assets identified when Mediclinic was acquired, which Remgro is not entitled to. 30 June 30 June (1) R million 2026 2025 (1) Information pertaining to Remgro’s other joint ventures is aggregated as follows: Carrying value 439 450 (1) The Group’s share of: – Profit from operations 86 83 (1) – Other comprehensive income (30) (40)(1) – Total comprehensive income 56 43 (1) – Headline earnings 86 83 (1)
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CONSOLIDATED 39 4. Investments (continued) 4.1 Investments – equity accounted (continued) 4.1.3 Accounting periods The following principal equity accounted investments have different year-ends to that of the Group: Investment Financial year-end Reporting period used to equity account Associates Air Products 30 September 12 months ended 31 March 2026 Business Partners 31 March Year ended 31 March 2026 Heineken Beverages 31 December 12 months ended 30 June 2026 Seacom 31 December 12 months ended 30 June 2026 TotalEnergies 31 December 12 months ended 30 June 2026 Joint ventures Mediclinic 31 March Year ended 31 March 2026 CIVH 31 March Year ended 31 March 2026 The “reporting period used to equity account” for the above investments was used, as it is impractical to adjust their reported numbers to conform to the Group’s reporting period. Significant events and transactions in the intermediate period are adjusted for. Significant adjustments for the current period relate to the conversion of Mediclinic at the 30 June 2026 exchange rate as its presentation currency is USA dollar, as well as accounting for the profit on disposal of Herotel as the classification of the investment changed from associate to a subsidiary of CIVH on 1 June 2026. 4.2 Equity adjustment 30 June 30 June R million 2026 2025 Share of after-tax profit/(loss) of equity accounted investments Profit before taking into account impairments and non-recurring items 10 332 6 996 Net impairment of investments, assets and goodwill(1) (11 319) (3 526) Profit on the sale of investments 499 94 Profit/(loss) before tax and non-controlling interest (488) 3 564 Taxation (1 072) (1 714) Non-controlling interest (211) (233) Share of net attributable profit/(loss) of equity accounted investments – per income statement (1 771) 1 617 Dividends received from equity accounted investments (refer note 4.5) (6 403) (2 570) Share of net profit retained by equity accounted investments (8 174) (953) Non-controlling interest of subsidiaries 10 (8) Dilution profit/(loss) of interest in equity accounted investments (431) 2 Equity adjustment transferred to non-distributable reserves (Refer to statement of changes in equity) (8 595) (959) (1) Mediclinic recognised impairments on property, plant and equipment, vehicles, and intangible assets in Switzerland, reducing their carrying amounts to recoverable amounts due to increasingly challenging market conditions. Furthermore, the Switzerland division was remeasured to fair value less costs to sell in accordance with IFRS 5, resulting in an additional impairment. 4.3 Investments – FVOCI Other long-term financial instruments are classified at initial recognition by applying the irrevocable choice to designate the instruments as at fair value through other comprehensive income. This classification is appropriate as the Group does not intend to actively trade these assets and are thus carried at fair value through other comprehensive income. Unrealised gains and losses arising from changes in the fair value of these financial instruments are recognised through other comprehensive income in the period in which they arise. Accumulated fair value adjustments relating to financial instruments at fair value through other comprehensive income are never reclassified to the income statement, but are, along with the related current and deferred CGT, transferred to retained earnings.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 40 2026 4. Investments (continued) 4.3 Investments – FVOCI (continued) 30 June 2026 30 June 2025 R million Listed Unlisted Total Listed Unlisted Total Fair values of listed investments 15 347 – 15 347 20 445 – 20 445 Valuation of unlisted investments – 1 832 1 832 – 1 871 1 871 Investments − FVOCI 15 347 1 832 17 179 20 445 1 871 22 316 30 June 30 June Reconciliation of carrying value at the beginning and end of the year (R million) 2026 2025 Carrying value at the beginning of the year 22 316 19 933 Fair value adjustments for the year(1) 4 391 4 602 Investments made 896 408 Exchange rate adjustments (180) (46) Disposal of shares in BAT(2) (1 211) – Disposal of shares in FirstRand(2) (8 468) (1 637) Other disposals (114) (942) Unbundling of eMedia Holdings(2) (417) – Transfers (34) (2) Carrying value at the end of the year 17 179 22 316 (1) The current year mainly consists of positive fair value adjustments from Discovery amounting to R2 533 million and FirstRand amounting to R1 537 million. (2) For the year ended 30 June 2026, Remgro disposed of its investment in FirstRand, BAT and Grindrod as part of its capital allocation and portfolio streamlining process, thereby reducing its exposure to listed, non-core portfolio investments. 91 570 145 FirstRand shares were disposed of for a consideration of R8 468 million. The net fair value gain realised on disposal of R4 477 million was transferred from fair value reserves to retained earnings. CGT amounting to R1 463 million was incurred on these transactions and accounted for in other comprehensive income. During the year ended 30 June 2025, as part of Remgro’s investment strategy, disposals mainly consist of 21 000 000 FirstRand hedged shares which were disposed of for a consideration of R1 637 million and a further 10 283 261 FirstRand shares which were disposed of for a consideration of R868 million. The net fair value gain realised on disposal of R1 142 million was transferred from fair value reserves to retained earnings. CGT amounting to R427 million was incurred on these transactions and accounted for in other comprehensive income. 1 252 712 BAT shares were disposed of for a consideration of R1 211 million. The net fair value gain realised on disposal of R877 million was transferred from fair value reserves to retained earnings. CGT amounting to R189 million was incurred on these transactions and accounted for in other comprehensive income. Remgro unbundled its newly acquired investment in EMH to its shareholders as a dividend in specie on 29 September 2025 in a ratio of 41.96 EMH N shares for every 100 Remgro shares held. The net fair value loss realised on disposal of R145 million was transferred from fair value reserves to retained earnings. CGT amounting to R13 million was incurred on these transactions and accounted for in other comprehensive income. The prior year disposals of R2 579 million for the year ended 30 June 2025, has been split for the comparative period in the current year. 30 June 30 June Significant FVOCI investments 2026 2025 Number of shares held in listed investments (million) British American Tobacco Plc, United Kingdom(1) – 1 252 712 Discovery Limited, South Africa 51 254 365 51 254 365 FirstRand Limited, South Africa(1) – 91 570 145 Percentage interest held in unlisted investments(2) Pembani Remgro Infrastructure Fund I 14.9 16.2 Prescient China Equity Fund 36.9 37.1 Milestone China Opportunities Fund III, LP – 28.1 Asia Partners I LP 6.5 6.5 Asia Partners II LP 10.0 10.0 (1) During the year under review, as part of Remgro’s investment strategy, disposals mainly consist of 91 570 145 FirstRand shares for a consideration of R8 468 million and 1 252 712 BAT shares which were disposed of for a consideration of R1 211 million. (2) The Prescient China Equity Fund is managed by the respective fund managers. Remgro has a 5% interest in the Prescient Fund Manager. Therefore, Remgro does not have control or significant influence over these funds.
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CONSOLIDATED 41 4. Investments (continued) 4.4 Investments – net impairments and loss allowances on loans 30 June 30 June R million 2026 2025 Reversal of impairments/(impairments) and loss allowances on loans were recognised for the following equity accounted investments: Associates (13) (207) PGSI (refer note 4.4.3) – (210) Other investments(1) (13) 3 Joint ventures(1) 17 3 (1) Reversal of impairments/(impairments) on various insignificant investments during the current and prior year. 4.4.1 Mediclinic At 30 June 2026, the fair value (level 3) of the investment in Mediclinic was R41 381 million (2025: R41 500 million), which exceeded the carrying value of R30 530 million (2025: R38 094 million). Included in the carrying value of the investment is an impairment of R3 898 million recognised during the 2019 financial year. During that year, there were regulatory changes in the investments’ Switzerland business that affected its profitability. Subsequently, the business was also severely impacted by the Covid-19 pandemic. Growth in Switzerland is still negatively impacted by a general shortage of nursing employees, leading to higher contracted staff cost, and lower margins and tariff pressures. During the 2026 financial year, Mediclinic further impaired assets in its Switzerland business, as well as on the date the Hirslanden business was classified as a discontinued operation. Remgro’s equity accounted share of these impairments amounted to R5 297 million and R4 745 million, respectively. The performance of Mediclinic’s Middle East and Southern African divisions remains consistent. The investment's value in use has decreased in the current year. Accordingly, consistent with prior years, as there has not been a significant increase in the cash flow generation capacity or service potential of the business, a reversal of the impairment continues to be inappropriate at 30 June 2026. 4.4.2 Heineken Beverages At 31 December 2023, the investment in Heineken Beverages was impaired as its carrying value exceeded its fair value. At that stage, Heineken Beverages’ volumes were impacted by lower industry growth, load shedding, a shift from premium to mainstream (Heineken Beverages’ portfolio over-indexed in premium), and a challenging competitive environment. Margins were also negatively impacted by non-recurring expenses which related to integration and supply chain challenges. This impairment was in addition to a goodwill impairment by Heineken Beverages itself. At 30 June 2024, the total impairment relating to Heineken Beverages amounted to R5 307 million, consisting of Remgro’s portion of Heineken Beverages’ goodwill impairments of R1 050 million and an additional impairment recorded by Remgro of R4 257 million in respect of its investment in Heineken Beverages. At 30 June 2026, Heineken Beverages’ fair value (level 3) amounted to R7 150 million (2025: R6 742 million), which exceeded its carrying value of R6 617 million (2025: R6 574 million) at that date. Although the business’ results are improving, the investment's increase in value in use is also mainly due to an unwinding of the discount in the current year and the service potential is not considered to have increased since the initial impairment. It is therefore considered premature to partially reverse any impairments. 4.4.3 PGSI Limited (PGSI) The fair value and recoverable amount of the investment in PGSI was valued at R Nil on 30 June 2025, which is lower than the carrying value of R210 million. Accordingly, the investment was fully impaired. Remgro disposed of the investment for R Nil during the current financial year. 4.4.4 Other considerations The carrying amount of the investment in Business Partners exceeded its fair value by R100 million (2025: R70 million). Business Partners is a profitable enterprise and management concluded that there is no impairment indicator regarding the Business Partners investment. 4.5 Dividend income 30 June 30 June R million 2026 2025 Included in profit: Listed 489 641 Unlisted 85 7 574 648 Dividends from equity accounted investments set off against investments 6 403 2 570
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 42 2026 5. Cash position 5.1 Investment in money market funds Investments in money market funds relate to investments in shares of liquidity funds of which the underlying investments have maturities of up to one year. The shares in these funds are callable daily. 30 June 30 June R million 2026 2025 Money market fund investments are held in SA rand At the centre 10 653 3 326 Operating subsidiaries 50 50 10 703 3 376 Local money market funds relate to investments in South African unit trusts offered by Nedgroup Collective Investments, STANLIB Collective Investments, Ninety One Corporate Money Market Fund and Ashburton Money Market Fund mandated to invest only in money market instruments of major South African banks and government securities. These instruments carry very low credit risk (with AA+ GCR credit ratings) and provide daily liquidity but cannot be classified as cash and cash equivalents as the individual instruments held by the funds are not readily convertible to a known amount of cash as per the criteria of IAS 7: Statement of Cash Flows. These investments are categorised as “financial assets at fair value through profit and loss”. 5.2 Cash and cash equivalents For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand and deposits held at call with banks, net of bank overdrafts. In the statement of financial position, bank overdrafts are included in short- term interest-bearing loans. 30 June 30 June R million 2026 2025 Cash at the centre 9 718 5 036 Operating subsidiaries 5 215 3 819 14 933 8 855 The cash is held in the following currencies: SA rand 11 582 5 349 USA dollar 2 591 3 296 British pound 721 156 New Taiwan dollar 16 35 Swiss franc 20 18 Namibian dollar 3 1 14 933 8 855 At year-end cash and cash equivalents earned interest at effective interest rates that varied between 0.00% and 11.25% (2025: 0.00% and 11.25%) per annum at local financial institutions and between 3.4400% and 6.9654% (2025: 0.4889% and 8.0382%) per annum abroad. Cash and cash equivalents are represented by the following: Current accounts and call accounts 14 928 8 849 Cash on hand 5 6 14 933 8 855 At year-end the Group’s cash was invested at financial institutions with the following Moody’s credit rating (unless otherwise indicated): Aa2 544 677 A1 3 822 2 744 A3 – 1 Baa3 10 110 5 426 AA+ (GCR credit rating) 450 – AA(NA) (GCR credit rating) 2 1 Cash on hand 5 6 14 933 8 855 Remgro considered the expected credit losses on its investments in cash and cash equivalents and concluded that those losses would be negligible.
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CONSOLIDATED 43 5. Cash position (continued) 5.3 Cash flow information 30 June 30 June R million 2026 2025 5.3.1 Adjustments Amortisation of intangible assets and depreciation 1 424 1 376 Movement in retirement benefits and provisions (33) (28) Share scheme cost 142 132 Profit on the sale of property, plant and equipment (99) (30) Other – (33) 1 434 1 417 5.3.2 Decrease/(increase) in working capital Increase in inventories and biological agricultural assets (1 344) (925) Decrease in trade and other receivables 599 983 Increase in trade and other payables (116) (77) (861) (19) 5.3.3 Reconciliation of dividends received Receivable at the beginning of the year 168 167 Per income statement 574 648 Dividends from equity accounted investments set off against investments 6 403 2 570 Receivable at the end of the year (150) (168) Cash received 6 995 3 217 5.3.4 Reconciliation of taxation paid with the amount disclosed in the income statement Paid in advance at the beginning of the year 60 50 Unpaid at the beginning of the year (26) (139) Per income statement (1 118) (803) Capital gains taxation per other comprehensive income (1 678) (429) Foreign exchange translation (55) – Unpaid at the end of the year 387 26 Paid in advance at the end of the year (21) (60) Cash paid (2 451) (1 355) 5.3.5 Reconciliation of dividends paid Per statement of changes in equity (3 482) (1 555) Paid by subsidiaries to non-controlling shareholders (143) (328) Cash paid (3 625) (1 883)
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 44 2026 5. Cash position (continued) 5.3 Cash flow information (continued) 5.3.6 Reconciliation of liabilities arising from financing activities 30 June Non-cash 30 June 2025 Loans and flow 2026 Carrying Loans leases move- Carrying R million value advanced repaid ments(1) value Capevin 2 203 324 (34) (193) 2 300 RCL Foods 2 096 67 (196) 114 2 081 Rainbow 283 – (75) 99 307 Other loans and leases 213 10 (39) 32 216 Total loan and lease liabilities (excluding bank overdrafts) 4 795 401 (344) 52 4 904 Per statement of financial position: Long-term and short-term loans 3 898 3 997 Current and non-current lease liabilities 930 910 Less: Bank overdrafts (33) (3) 30 June Non-cash 30 June 2024 Loans and flow 2025 Carrying Loans leases move- Carrying R million value advanced repaid ments(1) value Included in debt at the centre 2 503 – (2 503) – – Capevin 1 158 776 (42) 311 2 203 RCL Foods 2 560 29 (353) (140) 2 096 Rainbow – – (84) 367 283 Other loans and leases 317 – (153) 49 213 Total loan and lease liabilities (excluding bank overdrafts) 6 538 805 (3 135) 587 4 795 Per statement of financial position: Long-term and short-term loans 5 897 3 898 Current and non-current lease liabilities 726 930 Less: Bank overdrafts (85) (33) (1) Non-cash flow movements relate mainly to foreign exchange translation reserves, accrued interest, lease liabilities recognised in terms of IFRS 16 as well as the corresponding interest incurred and remeasurements. 6. Financing and commitments Borrowings Borrowings are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Preference shares issued by the Group that carried non-discretionary dividend obligations were classified as borrowings. Financial instruments at fair value through profit and loss These instruments, consisting of financial instruments held for trading and those designated at fair value through profit and loss at inception, are carried at fair value. Derivatives are also classified as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these financial instruments are recognised in the income statement in the period in which they arise.
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CONSOLIDATED 45 6. Financing and commitments (continued) 6.1 Long-term loans 30 June 30 June R million 2026 2025 Rainbow 176 221 Secured long-term loan with a fixed rate of three-month Jibar with a margin of between 3.95% and 4.08% repayable quarterly, over a 10-year term 102 116 Unsecured loan bearing interest at 10.25% 74 105 RCL Foods 1 619 1 570 Term-funded debt package consisting of two bullet loans. The loans bear interest at an effective rate of Jibar with a margin of 1.39%(1) 1 500 1 500 Secured long-term loan with a fixed rate linked to prime with fixed monthly repayments 96 46 Unsecured long-term loans repayable based on the growth of the underlying operations These loans bear interest at 3.0% per annum repayable over a period of eight years in equal instalments 17 20 Other 6 4 Capevin 2 042 1 926 Secured inventory UK pound facility, bearing interest at the Bank of England base rate plus 1.3%, for a minimum period of five years from February 2022(2) 2 042 1 926 Siqalo Foods 104 104 Secured long-term loan with an interest rate of Jibar plus 1.95%, repayable in November 2027 104 104 3 941 3 821 Instalments payable within one year transferred to short-term interest-bearing loans (58) (49) 3 883 3 772 Payable – two to five years 3 846 3 761 Payable thereafter 37 11 3 883 3 772 Refer to note 13.1 for the fair value of loans. (1) The debt package was successfully refinanced in December 2024 for a period of five years, extending its maturity to December 2029. The lower R1.5 billion term debt package is considered appropriate for the RCL Foods portfolio, post the exit of Vector Logistics and Rainbow. South Africa is advancing its local interest rate benchmark reform, with Johannesburg Interbank Agreed Rate (Jibar) set to be discontinued and replaced by South African Rand Overnight Index Average Rate (ZARONIA). Subsequent to 30 June 2026, RCL Foods amended its R1.5 billion term debt facility to transition from Jibar to ZARONIA, South Africa's replacement benchmark reference rate. RCL Foods’ management expects the amendment to qualify for the practical expedient under IFRS 9 and does not expect any modification gain or loss to arise. The amendment is considered a non-adjusting event after the reporting period. (2) The secured inventory UK pound facility, which was due to expire in February 2022, was renegotiated and extended for a further minimum five-year term expiring in February 2027 then extended to expire in December 2027 and from August 2026 it was agreed to further extend the lending facility to 31 December 2028.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 46 2026 6. Financing and commitments (continued) 6.2 Short-term loans 30 June 30 June R million 2026 2025 Interest-bearing loans Portion of long-term interest-bearing loans payable within one year 58 49 Bank overdrafts 3 33 Various secured and unsecured loans with varying terms and interest rates 8 10 69 92 Interest-free loans with no fixed repayment conditions 45 34 114 126 6.3 Leases The Group leases various items of property, plant and equipment under non-cancellable operating lease agreements. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the incremental borrowing rate of the Group entity incurring the lease is used. The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Right-of-use assets are measured at cost comprising the following: •the amount of the initial measurement of the lease liability; •any lease payments made at or before the commencement date less any lease incentives received; •any initial direct costs; and •restoration costs. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments associated with short-term leases, i.e. leases with a lease term of 12 months or less, of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. 30 June 30 June R million 2026 2025 Lease liabilities Non-current 683 710 Current 227 220 910 930 Gross lease liabilities – minimum lease payments 1 155 1 194 Due within one year 286 278 Due – two to five years 617 606 Due thereafter 252 310 Future finance charges on lease liabilities (245) (264) Present value of lease liabilities 910 930 Due within one year 227 220 Due – two to five years 468 468 Due thereafter 215 242 910 930 Right-of-use assets (included in property, plant and equipment) are: Buildings 499 544 Machinery and equipment 8 9 Vehicles 231 183 Office equipment 2 2 740 738 Additions to right-of-use assets during the year 241 421
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CONSOLIDATED 47 6. Financing and commitments (continued) 6.3 Leases (continued) 30 June 30 June R million 2026 2025 The following relating to leases are recognised in the income statement: Depreciation charge of right-of-use assets 210 228 Buildings 120 123 Machinery and equipment 3 3 Vehicles 87 102 Interest expense 73 84 Expense relating to short-term leases 213 195 Expense relating to leases of low-value assets (not included as short-term leases) 9 7 Expense relating to variable lease payments not included in lease liabilities 161 156 Lease repayments made during the year included in the statement of cash flows 306 339 Cash payments of short-term leases, low-value item leases, variable lease payments and lease interest 456 442 6.4 Financial instruments at FVPL The Group was party to the following instruments: 30 June 30 June R million 2026 2025 Non-current assets Investment in LIVEKINDLY co (refer note 6.4.1) 114 114 114 114 Current assets Derivatives 8 22 8 22 Current liabilities Derivatives 10 19 10 19 6.4.1 LIVEKINDLY co (LIVEKINDLY) RCL Foods owns a 1.6% minority shareholding in LIVEKINDLY. The fair value of the investment is based on the rand cost thereof and amounted to R114 million on 30 June 2026 (2025: R114 million). Due to having a minority shareholding, access to financial information is limited. A review of publicly available information on the company and industry, their latest available financial statements and enquiries of The LiveKindly Collective management supported our conclusion that no further impairment of the asset was required. 6.5 Commitments 30 June 30 June R million 2026 2025 Capital commitments Uncompleted contracts for capital expenditure 1 246 516 Capital expenditure authorised but not yet contracted 698 548 Investments 1 529 1 824 3 473 2 888
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 48 2026 6. Financing and commitments (continued) 6.6 Borrowing powers There are no limitations on the borrowing powers of the Company and its subsidiaries in respect of loans and guaranteed debts. 6.7 Guarantees and contingent liabilities 30 June 30 June R million 2026 2025 Guarantees to third parties 31 25 7. Equity position 7.1 Stated and issued capital 7.1.1 Stated capital Ordinary shares and B ordinary shares of the Company are classified as equity. Costs directly attributable to the issue of new shares are accounted for in equity as a deduction from the proceeds. 30 June 30 June R million 2026 2025 Stated and issued capital Authorised 1 000 000 000 ordinary shares of no par value 100 000 000 B ordinary shares of no par value Issued 529 217 007 ordinary shares of no par value 12 729 12 729 39 056 987 B ordinary shares of no par value 687 687 13 416 13 416 Each ordinary share has one vote. Each B ordinary share has 10 votes. 7.1.2 Treasury shares Shares in the Company held by Group companies are classified as treasury shares and are held at cost. These shares are treated as a deduction from the issued number of shares and taken into account in the calculation of the weighted average number of shares. The cost price of the shares is deducted from the Group’s equity. 30 June 30 June 2026 2025 Number Number of shares of shares Balances at the beginning of the year 12 409 667 13 350 149 Shares utilised to settle share incentive schemes’ obligations (861 358) (940 482) Balances at the end of the year 11 548 309 12 409 667 Remgro ordinary shares are held as treasury shares by a wholly owned subsidiary of Remgro. At 30 June 2026, 4 964 633 (2025: 5 825 991) of these shares were held for the purpose of hedging Remgro’s obligation in terms of its share incentive scheme. The remaining 6 583 676 were acquired pursuant to a general share repurchase programme of R1 billion, which shares were not acquired for the Remgro Share Scheme. Details in respect of the Remgro Share Schemes and the current year’s offers are disclosed in note 8.
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CONSOLIDATED 49 7. Equity position (continued) 7.1 Stated and issued capital (continued) 7.1.3 Shares in issue 30 June 30 June 2026 2025 Number Number of shares of shares Stated capital 568 273 994 568 273 994 Treasury shares (11 548 309) (12 409 667) 556 725 685 555 864 327 7.2 Reserves Remgro’s reserves include the following components: Equity reserves Equity reserves represent Remgro’s proportionate share of the reserves of equity accounted investments, including retained earnings. Transfers to equity reserves, representing Remgro’s proportional interest in the profits from equity accounted investments less dividends received, are made annually from retained earnings. Foreign currency translation differences arising on the translation of the carrying values of foreign equity accounted investments are also accounted for in equity reserves (refer to note 7.2.2). Fair value reserves Fair value reserves reflect the after-tax cumulative fair value adjustments recognised in other comprehensive income on financial instruments measured at fair value through other comprehensive income. Foreign currency translation differences arising on the translation of the carrying values of financial instruments measured at fair value through other comprehensive income are also accounted for in fair value reserves (refer to note 7.2.2). Capital reserves Capital reserves include foreign currency translation differences arising on the translation of the carrying values of foreign subsidiaries. Share scheme reserves Share scheme reserves represent the after-tax cumulative value of equity settled share-based payment transactions recognised in accordance with IFRS 2 less equity settled shares exercised. Foreign exchange translation differences related to each of the above reserves are not presented separately in a distinct foreign currency translation reserve. Instead, such translation effects are included within the respective reserve categories to which they relate. 7.2.1 Composition of reserves 30 June 30 June R million 2026 2025 Equity accounted investments Equity reserves 6 214 9 191 Remgro and its subsidiaries 102 331 96 253 Fair value reserve 2 047 1 802 Retained earnings 94 659 86 034 Other reserves 5 625 8 417 Capital reserves, including foreign currency translation reserves on investments 4 253 6 997 Share scheme reserves 871 914 Other 501 506 108 545 105 444
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 50 2026 7. Equity position (continued) 7.2 Reserves (continued) 7.2.2 Included in the respective reserves above are reserves arising on exchange rate translation of foreign operations: Fair Equity Other value Retained R million reserves reserves reserves earnings Total At 1 July 2024 (798) 5 485 (58) 2 865 7 494 Exchange rate adjustments during the year (1 842) 916 19 89 (818) Reclassification to the income statement – – – (4) (4) At 30 June 2025 (2 640) 6 401 (39) 2 950 6 672 Exchange rate adjustments during the year (144) (2 743) 43 (894) (3 738) At 30 June 2026 (2 784) 3 658 4 2 056 2 934 7.3 Non-controlling interest 30 June 30 June R million 2026 2025 Balances at the beginning of the year 6 840 7 047 Total comprehensive income for the year 101 (29) Net profit/(loss) for the year 394 (117) Exchange rate adjustments (291) 86 Other comprehensive income of equity accounted investments – 2 Remeasurement of post-employment benefit obligations (2) – Dividends paid (143) (328) Transactions with non-controlling shareholders 43 143 Long-term share incentive scheme reserve (8) 7 Balances at the end of the year 6 833 6 840 Capevin 3 046 3 414 Rainbow 1 257 991 RCL Foods 2 480 2 383 Other non-wholly owned subsidiaries 50 52 The Group consists of various investing and operating subsidiaries, details of which are disclosed in note 14.2. The main operating subsidiaries are Capevin, Rainbow and RCL Foods, in which the Group has interests of 33.6% (2025: 33.6%), 79.5% (2025: 80.0%) and 79.4% (2025: 79.6%), respectively. Remgro owns all of the unlisted B-shares issued by Capevin. These shares carry voting rights only and, in conjunction with the ordinary shares held, Remgro has voting rights of 57.8% (2025: 57.8%) in Capevin. Capevin derives its revenue primarily from the production, marketing and distribution of alcoholic beverages. Capevin’s non-controlling shareholders own 66.4% (2025: 66.4%) of Capevin. Rainbow consists mainly of two divisions, Chicken and Animal Feed. The group’s revenue and operating profit are mainly driven by these business divisions and are presented as trading profit in the income statement. Rainbow’s non- controlling shareholders own 20.5% (2025: 20.4%) of Rainbow. RCL Foods consists of three business divisions, namely Groceries (Culinary, Pies and Beverages operations), Baking (Milling, Speciality, Sunbake bakeries and Buns and Rolls operations) and Sugar (Sugar and molasses-based feed operations). The group’s revenue and operating profit are mainly driven by these business divisions and are presented as trading profit in the income statement. RCL Foods’ non-controlling shareholders own 20.6% (2025: 20.0%) of RCL Foods.
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CONSOLIDATED 51 7. Equity position (continued) 7.3 Non-controlling interest (continued) Below is Capevin, Rainbow and RCL Foods’ summarised financial information: 30 June 2026 30 June 2025 Capevin Rainbow RCL Foods Capevin Rainbow RCL Foods(1) R million Restated(1) Statement of financial position Assets Non-current assets 2 451 2 685 10 318 2 915 2 336 10 069 (1) Current assets 5 032 6 406 7 294 4 993 5 455 7 205 (1) Assets held for sale – – – – – 1 (1) 7 483 9 091 17 612 7 908 7 791 17 275 (1) Equity and liabilities Shareholders’ equity 4 190 5 640 10 759 4 598 4 614 10 492 (1) Non-controlling interest 211 54 (90) 179 23 (106)(1) Non-current liabilities 2 672 878 2 868 2 608 839 2 887 (1) Current liabilities 410 2 519 4 075 523 2 315 4 002 (1) 7 483 9 091 17 612 7 908 7 791 17 275 (1) Income statement Continuing Operations Income Revenue 1 810 17 055 24 498 1 923 15 838 25 547 (1) Interest income 17 145 63 31 93 83 (1) Fair value adjustment – biological agricultural assets – 39 423 – 35 417 (1) Share of profit of equity accounted investments – – (8) – – 128 (1) Expenses Finance costs 119 33 215 108 38 238 (1) Fair value adjustment – – 5 10 – 19 113 (1) derivative instruments Repairs and maintenance 68 677 845 64 604 834 (1) Depreciation, amortisation 233 376 891 956 362 644 (1) and impairments Operating lease and rental charges – 13 235 – 8 200 (1) Taxation 54 502 354 34 206 432 (1) Profit/(loss) for the year 87 1 373 768 (807) 545 1 651 (1) Profit/(loss) for the year attributable to equity holders 56 1 342 755 (811) 571 1 609 (1) Continuing operations 56 1 342 755 (811) 571 1 418 (1) Discontinued operations – – – – – 191 (1) Profit/(loss) for the year attributable to non-controlling interest 31 31 13 4 (26) 42 (1) (1) Refer to note 16 for the restatement of comparative numbers.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 52 2026 7. Equity position (continued) 7.3 Non-controlling interest (continued) Below is Capevin, Rainbow and RCL Foods’ summarised financial information: 30 June 2026 30 June 2025 R million Capevin Rainbow RCL Foods Capevin Rainbow RCL Foods Statement of comprehensive income Profit/(loss) for the year 87 1 373 768 (807) 545 1 651 Other comprehensive income (447) (3) (4) 142 – (3) Total comprehensive income (360) 1 370 764 (665) 545 1 648 Total comprehensive income attributable to equity holders (391) 1 339 751 (669) 571 1 606 Continuing operations (391) 1 339 751 (669) 571 1 415 Discontinued operations – – – – – 191 Total comprehensive income attributable to non-controlling interest 31 31 13 4 (26) 42 Dividends paid to non-controlling interest – – 2 38 – 2 Cash flow information Cash inflow/(outflow) from operating activities (288) 1 297 417 (425) 1 910 2 273 Cash inflow/(outflow) from investing activities 208 (599) (1 127) (520) (32) (1 438) Cash inflow/(outflow) from financing activities 290 (74) (123) 480 (83) (300) 7.4 Capital management The Company manages its shareholders’ equity, i.e. its stated capital, reserves and treasury shares, as capital. The Group’s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to shareholders in the form of dividends and capital appreciation. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue shares or repurchase shares from shareholders. For the year under review, cash dividends (ordinary and special), amounting to R6 507 million (2025: R3 091 million) were declared. Refer to the statement of changes in equity for further details regarding the Group’s capital.
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CONSOLIDATED 53 8. Share-based payments Equity compensation plans The Remgro Group operates various equity settled share-based compensation plans. The fair value of offers is determined on the grant date and is accounted for as an employee services expense over the vesting period of the offer, with a corresponding increase in equity, based on the Group’s estimate of the number of shares that will eventually vest. Fair value is determined using a binomial model. The expected contract life used in the model has been adjusted based on management’s best estimate of the effects of non-transferability, exercise restrictions and behavioural considerations. Any profits or losses that realise from shares being delivered to participants of the schemes are recognised directly in equity. The proceeds received net of any directly attributable transaction costs are accounted for against treasury shares when the options are exercised. The share-based payments that are accounted for in the financial statements are in respect of the Remgro Share Appreciation Rights Plan and the Remgro Conditional Share Plan (or the Remgro Share Schemes), as well as RCL Foods’ and Rainbow’s share schemes. Background to the Remgro Share Schemes The valuations of the Remgro Share Schemes were performed using an actuarial model that was developed by an independent third party from the standard binomial option pricing model in order to address the unique nature of the schemes, especially with regard to early exercise of offers. The expected contract lifetimes are estimated by considering each of the tranches within that grant separately. The risk-free rate was estimated by using the implied yield on an SA zero-coupon government bond and the yield curve over the expected contract lifetimes of five, six and seven years from the offer date. Share price volatility of ordinary shares in Remgro Limited was determined with reference to movements in the share price since 1 October 2000, that being the date from which Remgro commenced trading on the JSE. 8.1 Remgro Share Appreciation Rights Plan and the Remgro Conditional Share Plan During the 2019 financial year, Remgro implemented two share-based payment plans to replace the Remgro Share Appreciation Right Scheme. Remgro Conditional Share Plan (CSP) The CSP provides employees with the opportunity to receive shares in the Company through the award of conditional rights to a fixed number of shares in Remgro (either in the form of performance shares or retention shares). Awards under the CSP will vest as follows: •One-third after the third anniversary of the grant date •An additional third after the fourth anniversary of the grant date •The remainder after the fifth anniversary of the grant date There were also special retention awards that vested as follows: •Half of the awards granted vested after one year •The remainder of the awards granted vested after two years All awards under the CSP lapse after a period of 90 days following the last vesting date. Remgro Share Appreciation Rights Plan (SAR Plan) The SAR Plan provides employees with the opportunity to receive shares in the Company. Participants in the SAR Plan are remunerated with Remgro shares to the value of the appreciation of their rights to a specific number of Remgro ordinary shares. The earliest intervals at which the SARs vest and are exercisable are as follows: •One-third after the third anniversary of the grant date •An additional third after the fourth anniversary of the grant date •The remainder after the fifth anniversary of the grant date All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse. Some of the awards granted under the CSP and SAR plans will vest based on certain performance conditions. These non-market-related performance conditions will therefore not affect the value of the awards, but will affect the number of awards that vest.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 54 2026 8. Share-based payments (continued) 8.1 Remgro Share Appreciation Rights Plan and the Remgro Conditional Share Plan (continued) 30 June 30 June R million 2026 2025 Share-based payment cost included in the income statement 132 132 Fair value of offers made during the year 280 234 Number of all CSPs offered to participants of the CSP: 30 June 30 June 2026 2025 Number Number of CSPs of CSPs Outstanding at the beginning of the year 3 897 294 3 269 986 Awarded during the year 1 395 080 1 467 990 Awarded following Remgro dividend 55 394 36 967 Exercised during the year (816 503) (745 568) Lapsed (2 746) – Forfeited due to unmet performance conditions (199 908) (59 325) Forfeited during the year (207 319) (72 756) Outstanding at the end of the year 4 121 292 3 897 294 Exercisable at the end of the year – – CSPs are exercisable on the following dates: 30 June 30 June 2026 2025 Number Number of CSPs of CSPs 5 December 2025 – 684 290 5 December 2026 679 627 801 145 5 December 2027 921 488 1 078 353 5 December 2028 1 189 728 846 789 5 December 2029 877 431 486 717 5 December 2030 453 018 – Number and weighted average option prices of all SARs offered to participants of the SAR Plan: 30 June 2026 30 June 2025 Weighted Weighted average average option option Number price Number price of SARs (Rand) of SARs (Rand) Outstanding at the beginning of the year 1 587 427 122.96 2 039 522 117.76 Offered during the year 264 631 116.89 – – Exercised during the year (95 037) 101.73 (382 320) 94.82 Lapsed (63 016) 96.77 – – Forfeited due to unmet performance conditions (104 983) 130.50 (48 376) 121.63 Forfeited during the year (233 988) 127.51 (21 399) 133.55 Outstanding at the end of the year 1 355 034 119.07 1 587 427 122.96 Exercisable at the end of the year 720 551 104.94 394 536 98.10
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CONSOLIDATED 55 8. Share-based payments (continued) 8.1 Remgro Share Appreciation Rights Plan and the Remgro Conditional Share Plan (continued) Exercise prices of all options: 30 June 2026 30 June 2025 Weighted Weighted average average Number remaining Number remaining of SARs contract of SARs contract outstanding lifetime outstanding lifetime at year-end in years at year-end in years R86.17 (2025: R89.21) 134 324 1.43 153 293 2.43 R86.63 (2025: R89.69) 245 061 1.43 282 440 2.43 R107.67 – – 6 564 0.43 R118.38 – R118.52 (2025: R121.63) 354 237 2.43 385 149 3.43 R138.21 – R138.47 (2025: R141.64) 373 949 3.43 481 044 4.43 R140.98 – R141.99 (2025: R145.17) 247 463 4.43 278 937 5.43 During the 2026 financial year, exercise prices were adjusted to account for the eMedia Holdings unbundling to shareholders. The following assumptions were used to value offers made during the year: 30 June 30 June Assumptions 2026 2025 Price volatility (%) 19.97 – 24.77 27.31 Risk-free rate (%) 6.55 – 7.40 7.22 – 7.54 In terms of the rules of the SAR Plan and the CSP, no award will be made if, at the time of or as a result of the making of such award, the aggregate number of Remgro ordinary shares in respect of which any unexercised SAR Plan may be exercised or CSP awards, shall exceed 26 450 000 Remgro ordinary shares, being approximately 5% of issued ordinary shares. If it is assumed that all awards made under the CSP vest in full and all of the participants to the SAR Plan exercise all options awarded to them based on Remgro’s closing share price on 30 June 2026 of R197.00 (2025: R158.20), the number of Remgro ordinary shares available for new awards will be limited to: 30 June 30 June 2026 2025 Number Number of shares of shares Overall limit, adjusted for unexercised SARs and CSPs, at the beginning of the year 22 199 070 22 842 191 CSP (223 998) (627 308) Awarded during the year (1 394 971) (1 467 990) Awarded following Remgro dividend (55 503) (36 967) Exercised during the year 816 503 745 568 Forfeited during the year 409 973 132 081 SAR Plan (182 442) (15 813) Calculated Remgro ordinary shares at the beginning of the year 353 636 337 823 Calculated Remgro ordinary shares at the end of the year (536 078) (353 636) Overall limit, adjusted for unexercised SARs and CSPs, at the end of the year 21 792 630 22 199 070
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 56 2026 8. Share-based payments (continued) 8.2 RCL Foods share schemes RCL Foods has an equity settled share scheme, as well as a share appreciation right scheme, for certain of its employees, in terms of which share options offered are exercisable in three equal tranches from two, three and four years (for the share scheme) and three, four and five years (for the share appreciation right scheme) after the grant date. Subject to the discretion of the RCL Foods Share Incentive Trust’s trustees, options are forfeited if not exercised before termination of employment. An expense of R9 million (2025: R32 million) relating to these schemes was recognised in the income statement in results from continuing operations. For additional information, refer to RCL Foods’ financial statements published on www.rclfoods.com. 8.3 Rainbow share schemes Rainbow has an equity settled share scheme, as well as a share appreciation right scheme, for certain of its employees, in terms of which share options offered are exercisable in three equal tranches from two, three and four years (for the share scheme) and three, four and five years (for the share appreciation right scheme) after the grant date. Subject to the discretion of the RCL Foods Share Incentive Trust’s trustees, options are forfeited if not exercised before termination of employment. An expense of R1 million (2025: R3 million) relating to these schemes was recognised in the income statement in results from continuing operations. For additional information, refer to Rainbow’s financial statements published on www.rainbowchickens.co.za.
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CONSOLIDATED 57 9. Directors’ and key management personnel’s emoluments 30 June 2026 30 June 2025 Non- Non- R’000 Executive executive Total Executive executive Total Executive directors Fees 1 485 – 1 485 1 884 – 1 884 Salaries 30 064 – 30 064 28 448 – 28 448 Retirement fund contributions 5 799 – 5 799 5 584 – 5 584 Other benefits 3 080 – 3 080 2 930 – 2 930 Subtotal 40 428 – 40 428 38 846 – 38 846 Non-executive directors Independent – 4 988 4 988 – 5 817 5 817 Non-independent – 630 630 – 639 639 Total 40 428 5 618 46 046 38 846 6 456 45 302 Share options exercised Increase in value – Remgro Share Schemes(1) 52 370 – 52 370 57 660 – 57 660 (1) This refers to the cash value of SARs and CSPs exercised for the year. 30 June 2026 30 June 2025 Salaries Salaries R’000 Fees and other Total Fees and other Total Paid by: The Company 5 618 – 5 618 6 456 – 6 456 Subsidiaries 1 485 38 943 40 428 1 884 36 962 38 846 Total 7 103 38 943 46 046 8 340 36 962 45 302
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 58 2026 9. Directors’ and key management personnel’s emoluments (continued) Directors: Fixed pay 30 June 2026 30 June 2025 Retire- ) Retire- ment ) Other(6) ment Other(6) R’000 Fees ( Salaries ( fund ) benefits(1) Total (6) Fees Salaries fund benefits(1) Total (6) Executive J J Durand 495 14 289 2 932 1 024 1 18 740 (1) 471 14 311 2 932 1 020 1 18 734 (1) M Lubbe 495 3 730 842 702 1 5 769 (1) 471 3 282 744 627 1 5 124 (1) C P F Vosloo – 6 413 807 643 2 7 863 (1) 471 5 481 749 578 2 7 279 (1) N J Williams 495 5 632 1 218 711 1 8 056 (1) 471 5 374 1 159 705 1 7 709 (1) Subtotal 1 485 30 064 5 799 3 080 1 40 428 (1) 1 884 28 448 5 584 2 930 1 38 846 (1) 1 (1) Non-executive 1 (1) (independent) 1 (1) S E N De Bruyn 1 215 – – – 1 1 215 (1) 1 125 – – – 1 1 125 (1) N P Mageza(2) – – – – 1 – (1) 717 – – – 1 717 (1) P J Moleketi 720 – – – 1 720 (1) 754 – – – 1 754 (1) M Morobe(3) 835 – – – 1 835 (1) 663 – – – 1 663 (1) G G Nieuwoudt 905 – – – 1 905 (1) 735 – – – 1 735 (1) K C Ramon(4) 348 – – – 2 348 (1) – – – – 2 – (1) K S Rantloane 965 – – – 1 965 (1) 839 – – – 2 839 (1) F Robertson(5) – – – – 1 – (1) 984 – – – 1 984 (1) Subtotal 4 988 – – – 1 4 988 (1) 5 817 – – – 1 5 817 (1) 1 (1) Non-executive 1 (1) (non-independent) 1 (1) J Malherbe 630 – – – 1 630 (1) 639 – – – 1 639 (1) P J Neethling(6) – – – – 1 – (1) – – – – 0 – (1) A E Rupert(6) – – – – 1 – (1) – – – – 1 – (1) J P Rupert(6) – – – – 1 – (1) – – – – 1 – (1) Subtotal 630 – – – 1 630 (1) 639 – – – 1 639 (1) Total 7 103 30 064 5 799 3 080 1 46 046 (1) 8 340 28 448 5 584 2 930 1 45 302 (1) (1) Other benefits include medical scheme contributions, longservice awards, SDL contributions, vehicle benefits and UIF contributions. (2) Mr N P Mageza retired as an independent non-executive director on 30 June 2025. During 2025 he received R145 000 as director’s fees from RCL Foods Limited, a subsidiary of Remgro Limited. (3) During the year under review Mr M Morobe also received R367 000 (2025: R350 000) as director’s fees from Wispeco Holdings Proprietary Limited, a subsidiary of Remgro Limited. (4) Ms K C Ramon was appointed as an independent non-executive director with effect from 27 November 2025. (5) Mr F Robertson retired as an independent non-executive director on 30 June 2025. (6) Messrs A E Rupert, J P Rupert and P J Neethling receive no emoluments. Prescribed officers: Fixed pay 30 June 2026 30 June 2025 Retire- Retire- ment Other(2) ment Other(2) R’000 Salaries fund benefits(1) Total(2) Salaries fund benefits(1) Total(2) P R Louw 3 810 757 753 2 5 320 3 3 633 720 627 1 4 980 3 P J Uys(2) 599 119 1 568 2 2 286 3 7 184 1 425 672 1 9 281 3 Total 4 409 876 2 321 2 7 606 3 10 817 2 145 1 299 1 14 261 3 (1) Other benefits include medical scheme contributions, longservice awards, SDL contributions, vehicle benefits and UIF contributions. (2) Mr P J Uys retired on 31 July 2025.
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CONSOLIDATED 59 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel Share appreciation rights (SARs) Directors Cash(4) Balance(5) SARs (8) value(4) Balance(5) Number (3) Fair of SARs(5) accepted/(8) Share (3) of SARs(4) of SARs(5) of SARs (3) value of accepted(5) Adjusted(3) (exercised)/(8) price on (3) exercised(4) accepted(5) Offer(2) offered (3) SARs on as at(5) offer(3) (forfeited)(8) exercise (3) during(4) as at(5) Offer(6) price(2) and (3) offer date 30 June(5) price(3) during (8) date (3) the year(4) 30 June(5) Participant date(1) (Rand)(2) accepted (3) (R'000) 2025(5) (Rand)(3) the year (8) (Rand)(3) (R'000)(4) 2026(5) Executive J J Durand 05-Dec-20(6) 93.82(2) 235 427 (3) 6 111 55 718 1 86.17(3) (8) (3) (3) 55 718 1 05-Dec-20(6) 93.82(2) 235 454 (3) 6 631 114 588 1 86.63(3) (8) (3) (3) 114 588 1 05-Dec-21(6) 126.99(2) 181 379 (3) 7 853 161 456 1 118.38(3) (8) (3) 161 456 1 05-Dec-22(7) 141.64(2) 172 168 (3) 8 509 172 168 1 138.21(3) (28 062)(8) (3) 144 106 2 05-Dec-23(7) 145.17(2) 89 264 (3) 4 666 89 264 1 140.98(3) (8) (3) 89 264 3 (7) (2) (3) (3) (8) (3) 1 M Lubbe 05-Dec-20(6) 93.82(2) 39 078 (3) 1 014 9 249 1 86.17(3) (9 249)(8) 188.05(3) 942 (3) – 1 05-Dec-20(6) 93.82(2) 46 448 (3) 1 308 22 604 1 86.63(3) (11 302)(8) 192.38(3) 1 195 (3) 11 302 1 05-Dec-21(6) 126.99(2) 35 796 (3) 1 550 31 866 1 118.38(3) (8) (3) 31 866 1 05-Dec-22(7) 141.64(2) 37 780 (3) 1 867 37 780 1 138.21(3) (6 156)(8) (3) 31 624 2 05-Dec-23(7) 145.17(2) 19 835 (3) 1 037 19 835 2 140.98(3) (8) (3) 19 835 3 (7) (2) (3) 3 (3) (8) (3) 4 C P F Vosloo 05-Dec-23(7) 145.17(2) 22 350 (3) 1 168 22 350 4 140.98(3) (8) (3) 22 350 5 (7) (2) (3) 5 (3) (8) (3) 6 N J Williams 05-Dec-20(7) 93.82(2) 72 124 (3) 2 031 17 550 1 86.63(3) (8) (3) (3) 17 550 1 05-Dec-21(7) 126.99(2) 55 568 (3) 2 406 32 976 1 118.38(3) (8) (3) (3) 32 976 1 05-Dec-22(7) 141.64(2) 58 623 (3) 2 897 58 623 1 138.21(3) (9 555)(8) (3) 49 068 2 05-Dec-23(7) 145.17(2) 30 400 (3) 1 589 30 400 1 140.98(3) (8) (3) 30 400 3 Total 876 427 2 (64 324)(8) 2 137 (3) 812 103 1 (1) Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse. (2) Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from 5 December 2018 onwards is the five-day VWAP on offer date. (3) In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions. During the 2026 financial year offer prices were reduced by between R3.04 and R4.19 (depending on the offer date), as a result of the EMH Unbundling as well as the Remgro special dividend. (4) This refers to the increase in value of the SARs from the offer date to the date of exercise. (5) SARs offered from 5 December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met, unless SARs were forfeited. (6) These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively. (7) The performance conditions of the 2022 awards were met by 84% and consequently 16% of the SARs were forfeited in the 2026 financial year.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 60 2026 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel (continued) Share appreciation rights (SARs) (continued) Directors (continued) (3) (3) Cash(4) (3) Balance(5) SARs (8) (3) value(4) Balance(5) Number (3) Fair of SARs(5) accepted/(8) Share (3) of SARs(4) of SARs(5) of SARs (3) value of accepted(5) Adjusted(3) (exercised)/(8) price on (3) exercised(4) accepted(5) Offer(2) offered (3) SARs on as at(5) offer(3) (forfeited)(8) exercise (3) during(4) as at(5) Offer(6) price(2) and (3) offer date 30 June(5) price(3) during (8) date (3) the year(4) 30 June(5) Participant date(1) (Rand)(2) accepted (3) (R'000) 2024(5) (Rand)(3) the year (8) (Rand)(3) (R'000)(4) 2025(5) Executive J J Durand 05-Dec-20(6) 93.82(2) 235 427 (3) 6 111 111 436 1 89.21(3) (55 718)(8) 158.44(3) 3 858 (3) 55 718 1 05-Dec-20(7) 93.82(2) 235 454 (3) 6 631 171 883 1 89.69(3) (57 295)(8) 158.44(3) 3 939 (3) 114 588 1 05-Dec-21(8) 126.99(2) 181 379 (3) 7 853 181 379 1 121.63(3) (19 923)(8) (3) 161 456 1 05-Dec-22(7) 141.64(2) 172 168 (3) 8 509 172 168 1 141.64(3) (8) (3) 172 168 2 05-Dec-23(7) 145.17(2) 89 264 (3) 4 666 89 264 1 145.17(3) (8) (3) 89 264 3 (7) (2) (3) (3) (8) (3) 1 M Lubbe 05-Dec-20(6) 93.82(2) 39 078 (3) 1 014 27 747 1 89.21(3) (18 498)(8) 156.17(3) 1 239 (3) 9 249 1 05-Dec-20(7) 93.82(2) 46 448 (3) 1 308 33 908 1 89.69(3) (11 304)(8) 156.17(3) 752 (3) 22 604 1 05-Dec-21(8) 126.99(2) 35 796 (3) 1 550 35 796 1 121.63(3) (3 930)(8) (3) 31 866 1 05-Dec-22(7) 141.64(2) 37 780 (3) 1 867 37 780 1 141.64(3) (8) (3) 37 780 2 05-Dec-23(7) 145.17(2) 19 835 (3) 1 037 19 835 2 145.17(3) (8) (3) 19 835 3 (7) (2) (3) 3 (3) (8) (3) 4 C P F Vosloo 05-Dec-23(7) 145.17(2) 22 350 (3) 1 168 22 350 4 145.17(3) (8) (3) 22 350 5 (7) (2) (3) 5 (3) (8) (3) 6 N J Williams 05-Dec-20(6) 93.82(2) 72 103 (3) 1 871 51 195 1 89.21(3) (51 195)(8) 159.62(3) 3 605 (3) – 1 05-Dec-20(7) 93.82(2) 72 124 (3) 2 031 52 651 1 89.69(3) (35 101)(8) 159.62(3) 2 455 (3) 17 550 1 05-Dec-21(8) 126.99(2) 55 568 (3) 2 406 55 568 1 121.63(3) (22 592)(8) 159.62(3) 626 (3) 32 976 1 05-Dec-22(7) 141.64(2) 58 623 (3) 2 897 58 623 1 141.64(3) (8) (3) 58 623 2 05-Dec-23(7) 145.17(2) 30 400 (3) 1 589 30 400 1 145.17(3) (8) (3) 30 400 3 Total 1 151 983 2 (275 556)(8) 16 474 (3) 876 427 1 (1) Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse. (2) Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from 5 December 2018 onwards is the five-day VWAP on offer date. (3) In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions. (4) This refers to the increase in value of the SARs from the offer date to the date of exercise. (5) SARs offered from 5 December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met, unless SARs were forfeited. (6) These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively. The performance conditions of the 2019 awards were met by 71% and consequently 29% of the SARs were forfeited in the 2023 financial year. (7) The performance conditions of the 2020 awards were met by 73% and consequently 27% of the SARs were forfeited in the 2024 financial year. (8) The performance conditions of the 2021 awards were met by 89% and consequently 11% of the SARs were forfeited in the 2025 financial year. In addition to the 6 102 SARs that Mr N J Williams forfeited, he also exercised 16 490 SARs of his 2021 awards in the 2025 financial year.
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CONSOLIDATED 61 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel (continued) Share appreciation rights (SARs) (continued) Prescribed officers Cash(5) Fair Balance(5) SARs (4) value(5) Balance(6) Number(3) value of SARs(5) accepted/(4) Share(3) of SARs(5) of SARs(6) of SARs(3) of SARs accepted(5) Adjusted(4) (exercised)/(4) price on(3) exercised(5) accepted(6) Offer(3) offered(3) on offer as at(5) offer(4) (forfeited) (4) exercise(3) during(5) as at(6) Offer(2) price(2) and(3) date 30 June(5) price(3) during (4) date(3) the year(4) 30 June(6) Participant date(1) (Rand)(3) accepted(3) (R'000) 2025(5) (Rand)(3) the year (4) (Rand)(3) (R'000)(5) 2026(5) (8) (3) (5) P R Louw 05-Dec-20(7) 93.82 1 46 448 1 1 308 11 302 1 86.63 1 (11 302) (8) 188.05 (3) 1 146 (5) – ,3 05-Dec-21(7) 126.99 1 35 796 1 1 550 21 244 1 118.38 1 (10 622) (8) 188.05 (3) 740 (5) 10 622 ,1 05-Dec-22(7) 141.64 2 37 780 2 1 867 37 780 1 138.21 1 (6 156) (8) (3) (5) 31 624 ,1 05-Dec-23(7) 145.17 3 19 602 3 1 025 19 602 1 140.98 1 (8) (3) (5) 19 602 ,2 (7) 1 1 (8) ,1 P J Uys(8) 05-Dec-20(6) 93.82 1 88 088 1 2 286 62 545 1 86.17 1 (8) (3) (5) 62 545 ,1 05-Dec-20(7) 93.82 1 88 108 1 2 481 64 321 1 86.65 1 (1 787) (8) (3) (5) 62 534 ,1 05-Dec-21(7) 126.99 1 67 853 1 2 938 60 401 1 118.52 1 (7 799) (8) (3) (5) 52 602 ,1 05-Dec-22(7) 141.64 2 71 565 2 3 537 71 565 1 138.47 2 (31 158) (8) (3) (5) 40 407 ,1 05-Dec-23(7) 145.17 4 37 105 4 1 939 37 105 3 141.99 3 (27 546) (8) (3) (5) 9 559 ,3 Total 385 865 1 (96 370) (8) (3) 1 886 (5) 289 495 ,5 (1) Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse. (2) Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from 5 December 2018 onwards is the five-day VWAP on offer date. (3) In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions. During the 2026 financial year offer prices were reduced by between R3.04 and R4.19 (depending on the offer date), as a result of the EMH Unbundling as well as the Remgro special dividend. (4) This refers to the increase in value of the SARs from the offer date to the date of exercise. (5) SARs offered from 5 December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met, unless SARs were forfeited. (6) These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively. (7) The performance conditions of the 2022 awards were met by 84% and consequently 16% of the SARs were forfeited in the 2026 financial year. (8) Mr P J Uys retired with effect from 31 July 2025. In terms of the rules of the SAR Scheme, participants going into retirement are entitled to exercise all their SARs granted to them at any time within 12 months after the date of retirement or before the expiry of the SAR period (being seven years from the grant date), whichever is the earlier. Due to his retirement, 19 494 SARs of Mr P J Uys 2022 awards and 13 559 SARs of his 2023 awards were forfeited.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 62 2026 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel (continued) Share appreciation rights (SARs) (continued) Prescribed officers (continued) Cash(5) Fair Balance(5) SARs (4) value(5) Balance(6) Number(3) value of SARs(5) accepted/(4) Share(3) of SARs(5) of SARs(6) of SARs(3) of SARs accepted(5) Adjusted(4) (exercised)/(4) price on(3) exercised(5) accepted(6) Offer(3) offered(3) on offer as at(5) offer(4) (forfeited) (4) exercise(3) during(5) as at(6) Offer(2) price(2) and(3) date 30 June(5) price(3) during (4) date(3) the year(4) 30 June(6) Participant date(1) (Rand)(3) accepted(3) (R'000) 2024(5) (Rand)(3) the year (4) (Rand)(3) (R'000)(5) 2025(5) (8) (3) (5) P R Louw 05-Dec-20(6) 93.82 1 46 428 1 1 205 10 988 1 89.21 1 (10 988) (8) 155.35 (3) 727 (5) – ,1 05-Dec-20(7) 93.82 1 46 448 1 1 308 22 604 1 89.69 1 (11 302)(7) 155.35 (3) 742 (5) 11 302 ,3 05-Dec-21(8) 126.99 1 35 796 1 1 550 35 796 1 121.63 1 (14 552)(8) 155.35 (3) 358 (5) 21 244 ,1 05-Dec-22(7) 141.64 2 37 780 2 1 867 37 780 1 141.64 1 (8) (3) (5) 37 780 ,1 05-Dec-23(7) 145.17 3 19 602 3 1 025 19 602 1 145.17 1 (8) (3) (5) 19 602 ,2 (7) 1 1 (8) ,1 P J Uys 14-Dec-17(7) 206.35 1 85 936 1 6 303 85 936 1 114.92 1 (85 936) (8) 158.43 (3) 3 739 (5) – ,1 05-Dec-20(6) 93.82 1 88 088 1 2 286 62 545 1 89.21 1 (8) (3) (5) 62 545 ,1 05-Dec-20(7) 93.82 1 88 108 1 2 481 64 321 1 89.69 1 (8) (3) (5) 64 321 ,1 05-Dec-21(8) 126.99 1 67 853 1 2 938 67 853 1 121.63 1 (7 452) (8) (3) (5) 60 401 ,1 05-Dec-22(7) 141.64 2 71 565 2 3 537 71 565 1 141.64 2 (8) (3) (5) 71 565 ,1 05-Dec-23(7) 145.17 3 37 105 3 1 939 37 105 1 145.17 3 (8) (3) (5) 37 105 ,2 Total 516 095 1 (130 230) (8) (3) 5 566 (5) 385 865 ,1 (1) Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse. (2) Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from 5 December 2018 onwards is the five-day VWAP on offer date. (3) In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions. (4) This refers to the increase in value of the SARs from the offer date to the date of exercise. (5) SARs offered from 5 December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met, unless SARs were forfeited. (6) These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively. The performance conditions of the 2019 awards were met by 71% and consequently 29% of the SARs were forfeited in the 2023 financial year. (7) The performance conditions of the 2020 awards were met by 73% and consequently 27% of the SARs were forfeited in the 2024 financial year. (8) The performance conditions of the 2021 awards were met by 89% and consequently 11% of the SARs were forfeited in the 2025 financial year. In addition to the 3 930 SARs that Mr P R Louw forfeited, he also exercised 10 622 SARs of his 2021 awards in the 2025 financial year.
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CONSOLIDATED 63 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel (continued) Conditional share plan shares (CSPs) Directors Fair Balance(5) Cash(5) Balance(5) Number value of CSPs(5) CSPs Additio-(4) Additio-(4) value of(5) of CSPs(5) of CSPs of CSPs accepted(5) accepted/ nal CSPs(4) nal CSPs(4) CSPs CSPs(5) accepted(5) Offer(2) offered on offer as at(5) (forfeited) from(4) from(4) exercised vesting(5) as at(5) Offer(1) price(2) and date 30 June(5) during EMH Un-(4) divi-(4) during in year(5) 30 June(5) Participant date(1) (Rand)(2) accepted (R'000) 2025(6) the year bundling(3) dends(4) the year (R'000)(4) 2026(6) Executive J J Durand 05-Dec-20(1) 93.82(2) 235 454 19 655 58 549 1 361 (2) 5 235 (2) (64 145) 12 062 (2) – (2) 05-Dec-21(1) 126.99(2) 181 379 20 747 109 994 1 673 (2) 4 505 (2) (59 839) 11 253 (2) 55 333(2) 05-Dec-22(1) 141.64(2) 172 168 23 623 172 168 1 (28 231) 1 040 (2) 3 396 (2) (51 722) 9 726 (2) 96 651(2) 05-Dec-23(1) 145.17(2) 267 790 39 033 267 790 1 1 590 (2) (2) 269 380(2) 05-Dec-24(1) 153.69(2) 355 178 56 736 355 178 2 2 068 (2) (2) 357 246(2) 01-Apr-26(1) 185.10(2) 295 013 56 988 – 3 295 013 (2) (2) 295 013(2) (2) (2) (2) M Lubbe 05-Dec-20(1) 93.82(2) 46 448 3 877 11 550 1 73 (2) 1 034 (2) (12 657) 2 380 (2) – (2) 05-Dec-21(1) 126.99(2) 35 796 4 094 21 710 1 134 (2) 890 (2) (11 813) 2 221 (2) 10 921(2) 05-Dec-22(1) 141.64(2) 37 780 5 184 37 780 1 (6 193) 229 (2) 746 (2) (11 351) 2 135 (2) 21 211(2) 05-Dec-23(1) 145.17(2) 59 503 8 673 59 503 1 354 (2) (2) 59 857(2) 05-Dec-24(1) 153.69(2) 81 333 12 992 81 333 2 474 (2) (2) 81 807(2) 01-Apr-26(1) 185.10(2) 91 083 17 595 – 3 91 083 (2) (2) 91 083(2) (2) (2) (2) C P F Vosloo 05-Dec-23(1) 145.17(2) 67 048 9 773 67 048 4 398 (2) (2) 67 446(2) 05-Dec-24(1) 153.69(2) 140 641 22 466 140 641 5 819 (2) (2) 141 460(2) 01-Apr-26(1) 185.10(2) 125 647 24 271 – 6 125 647 (2) (2) 125 647(2) (2) (2) (2) N J Williams 05-Dec-20(1) 93.82(2) 72 124 6 021 17 934 1 112 (2) 1 604 (2) (19 650) 3 696 (2) – (2) 05-Dec-21(1) 126.99(2) 55 568 6 356 33 698 1 208 (2) 1 381 (2) (18 335) 3 448 (2) 16 952(2) 05-Dec-22(1) 141.64(2) 58 623 8 044 58 623 1 (9 612) 355 (2) 1 157 (2) (17 613) 3 312 (2) 32 910(2) 05-Dec-23(1) 145.17(2) 91 200 13 293 91 200 1 542 (2) (2) 91 742(2) 05-Dec-24(1) 153.69(2) 121 734 19 446 121 734 2 709 (2) (2) 122 443(2) 01-Apr-26(1) 185.10(2) 127 418 24 613 – 3 127 418 (2) (2) 127 418(2) Total 1 706 433 1 595 125 10 139 (2) 19 948 (2) (267 125) 50 233 (2) 2 064 520(2) (1) Unless otherwise indicated, one-third of the CSPs vest, after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. (2) Offer price of CSPs granted is the five-day VWAP on offer date. (3) As a result of the EMH Unbundling, additional CSPs were allocated during the 2026 financial year. (4) Dividend equivalents accumulated and converted to shares upon vesting. (5) This refers to the total value of the CSPs on vesting at the five-day VWAP of Remgro of R185.10. (6) CSPs have performance conditions and reflect the number of CSPs as if performance conditions were fully met, unless CSPs were forfeited.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 64 2026 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel (continued) Conditional share plan shares (CSPs) (continued) Directors (continued) Fair Balance(5) Cash(5) Balance(5) Number value of CSPs(5) CSPs Additio-(4) value of(5) of CSPs(5) of CSPs of CSPs accepted(5) accepted/ nal CSPs(4) CSPs CSPs(5) accepted(5) Offer(2) offered on offer as at(5) (forfeited) from(4) exercised vesting(5) as at(5) Offer(1) price(2) and date 30 June(5) during divi-(4) during in year(4) 30 June(5) Participant date(1) (Rand)(2) accepted (R'000) 2024(5) the year dends(3) the year (R'000)(4) 2025(5) Executive J J Durand 05-Dec-20(6) 93.82(2) 235 427 20 366 56 938 1 3 132 (2) (60 070) 9 232 (2) – (2) 05-Dec-20(1) 93.82(2) 235 454 19 655 117 098 1 3 221 (2) (61 770) 9 493 (2) 58 549(2) 05-Dec-21(1) 126.99(2) 181 379 20 747 185 352 1 (20 358) 2 626 (2) (57 626) 8 857 (2) 109 994(2) 05-Dec-22(1) 141.64(2) 172 168 23 623 172 168 1 (2) 172 168(2) 05-Dec-23(1) 145.17(2) 267 790 39 033 267 790 1 (2) 267 790(2) 05-Dec-24(1) 153.69(2) 355 178 56 736 – 2 355 178 (2) 355 178(2) (2) (2) M Lubbe 05-Dec-20(6) 93.82(2) 39 078 3 380 9 452 1 520 (2) (9 972) 1 533 (2) – (2) 05-Dec-20(1) 93.82(2) 46 448 3 877 23 100 1 636 (2) (12 186) 1 873 (2) 11 550(2) 05-Dec-21(1) 126.99(2) 35 796 4 094 36 580 1 (4 014) 519 (2) (11 375) 1 748 (2) 21 710(2) 05-Dec-22(1) 141.64(2) 37 780 5 184 37 780 1 (2) 37 780(2) 05-Dec-23(1) 145.17(2) 59 503 8 673 59 503 1 (2) 59 503(2) 05-Dec-24(1) 153.69(2) 81 333 12 992 – 2 81 333 (2) 81 333(2) (2) (2) C P F Vosloo 05-Dec-23(1) 145.17(2) 67 048 9 773 67 048 4 (2) 67 048(2) 05-Dec-24(1) 153.69(2) 140 641 22 466 – 5 140 641 (2) 140 641(2) (2) (2) N J Williams 05-Dec-20(6) 93.82(2) 72 103 6 237 17 439 1 960 (2) (18 399) 2 828 (2) – (2) 05-Dec-20(1) 93.82(2) 72 124 6 021 35 868 1 987 (2) (18 921) 2 908 (2) 17 934(2) 05-Dec-21(1) 126.99(2) 55 568 6 356 56 785 1 (6 234) 806 (2) (17 659) 2 714 (2) 33 698(2) 05-Dec-22(1) 141.64(2) 58 623 8 044 58 623 1 (2) 58 623(2) 05-Dec-23(1) 145.17(2) 91 200 13 293 91 200 1 (2) 91 200(2) 05-Dec-24(1) 153.69(2) 121 734 19 446 – 2 121 734 (2) 121 734(2) Total 1 292 724 1 668 280 13 407 (2) (267 978) 41 186 (2) 1 706 433(2) (1) Unless otherwise indicated, one-third of the CSPs vest, after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. (2) Offer price of CSPs granted is the five-day VWAP on offer date. (3) Dividend equivalents accumulated and converted to shares upon vesting. (4) This refers to the total value of the CSPs on vesting at the five-day VWAP of Remgro of R153.69. (5) CSPs have performance conditions and reflect the number of CSPs as if performance conditions were fully met, unless CSPs were forfeited. (6) These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively.
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CONSOLIDATED 65 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel (continued) Conditional share plan shares (CSPs) (continued) Prescribed officers Fair Balance(5) Cash(5) Balance(8) Number value of CSPs(5) CSPs Additio-(4) Additio-(4) value of(5) of CSPs(8) of CSPs of CSPs accepted(5 ) accepted/ nal CSPs(4) nal CSPs(4) CSPs CSPs(5) accepted(8) Offer(3) offered on offer as at(5) (forfeited) from(4) from(4) exercised vesting(5) as at(8) Offer(2) price(2) and date 30 June(5) during EMH Un-(4) divi-(4) during in year(5) 30 June(8) Participant date(1) (Rand)(3) accepted (R'000) 2025(6) the year bundling(3) dends(4) the year (R'000)(3) 2026(6) P R Louw 05-Dec-20(2) 93.82(3) 46 448 3 877 11 550 1 73 (4) 1 034 (4) (12 657) 2 380 (4) – (8) 05-Dec-21(2) 126.99(3) 35 796 4 094 21 710 1 134 (4) 890 (4) (11 813) 2 221 (4) 10 921(8) 05-Dec-22(2) 141.64(3) 37 780 5 184 37 780 1 (6 193) 229 (4) 746 (4) (11 351) 2 135 (4) 21 211(8) 05-Dec-23(2) 145.17(3) 58 806 8 572 58 806 1 350 (4) 59 156(8) 05-Dec-24(2) 153.69(3) 79 001 12 620 79 001 2 461 (4) 79 462(8) 01-Apr-26(2) 185.10(3) 68 967 13 322 – 3 68 967 68 967(8) (8) P J Uys(7) 05-Dec-20(2) 93.82(3) 88 108 7 355 21 910 1 (1 849) 1 239 (4) (21 300) 3 685 (4) – (8) 05-Dec-21(2) 126.99(3) 67 853 7 761 41 148 1 (8 007) 1 805 (4) (34 946) 6 045 (4) – (8) 05-Dec-22(2) 141.64(3) 71 565 9 819 71 565 1 (31 158) 1 758 (4) (42 165) 7 294 (4) – (8) 05-Dec-23(2) 145.17(3) 111 314 16 225 111 314 1 (94 055) 445 (4) (17 704) 3 063 (4) – (8) 05-Dec-24(2) 153.69(3) 147 223 23 517 147 223 2 (128 878) 118 (4) (18 463) 3 194 (4) – (8) 13-Oct-25(2) (3) – 3 789 (4) (789) 136 (4) – (8) Total 602 007 1 (201 173) 2 036 (4) 8 035 (4) (171 188) 30 153 (6) 239 717(8) (1) Unless otherwise indicated, one-third of the CSPs vest, after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. (2) Offer price of CSPs granted is the five-day VWAP on offer date. (3) As a result of the EMH Unbundling, additional CSPs were allocated during the 2026 financial year. (4) Dividend equivalents accumulated and converted to shares upon vesting. (5) This refers to the total value of the CSPs on vesting at the five-day VWAP of Remgro of R185.10. (6) CSPs have performance conditions and reflect the number of CSPs as if performance conditions were fully met, unless CSPs were forfeited. (7) Mr P J Uys retired on 31 July 2025.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 66 2026 9. Directors’ and key management personnel’s emoluments (continued) Share-based payments to directors and key management personnel (continued) Conditional share plan shares (CSPs) (continued) Prescribed officers (continued) Fair Balance(5) Cash(5) Balance(8) Number value of CSPs(5) CSPs Additio-(4) value of(5) of CSPs(8) of CSPs of CSPs accepted(5) accepted/ nal CSPs(4) CSPs CSPs(5) accepted(8) Offer(3) offered on offer as at(5) (forfeited) from(4) exercised vesting(5) as at(8) Offer(2) price(2) and date 30 June(5) during divi-(4) during in year(4) 30 June(8) Participant date(1) (Rand)(3) accepted (R'000) 2024(5) the year dends(3) the year (R'000)(3) 2025(5) P R Louw 05-Dec-20(6) 93.82(3) 46 428 4 016 11 229 1 618 (4) (11 847) 1 821 (4) – (8) 05-Dec-20(2) 93.82(3) 46 448 3 877 23 100 1 636 (4) (12 186) 1 873 (4) 11 550(8) 05-Dec-21(2) 126.99(3) 35 796 4 094 36 580 1 (4 014) 519 (4) (11 375) 1 748 (4) 21 710(8) 05-Dec-22(2) 141.64(3) 37 780 5 184 37 780 1 37 780(8) 05-Dec-23(2) 145.17(3) 58 806 8 572 58 806 1 58 806(8) 05-Dec-24(2) 153.69(3) 79 001 12 620 – 2 79 001 79 001(8) P J Uys 05-Dec-20(6) 93.82(3) 88 088 7 620 21 305 1 1 173 (4) (22 478) 3 455 (4) – (8) 05-Dec-20(2) 93.82(3) 88 108 7 355 43 820 1 1 206 (4) (23 116) 3 553 (4) 21 910(8) 05-Dec-21(2) 126.99(3) 67 853 7 761 69 339 1 (7 614) 983 (4) (21 560) 3 314 (4) 41 148(8) 05-Dec-22(2) 141.64(3) 71 565 9 819 71 565 1 71 565(8) 05-Dec-23(2) 145.17(3) 111 314 16 225 111 314 1 111 314(8) 05-Dec-24(2) 153.69(3) 147 223 23 517 – 2 147 223 147 223(8) Total 484 838 1 214 596 5 135 (4) (102 562) 15 764 (6) 602 007(8) (1) Unless otherwise indicated, one-third of the CSPs vest, after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. (2) Offer price of CSPs granted is the five-day VWAP on offer date. (3) Dividend equivalents accumulated and converted to shares upon vesting. (4) This refers to the total value of the CSPs on vesting at the five-day VWAP of Remgro of R153.69. (5) CSPs have performance conditions and reflect the number of CSPs as if performance conditions were fully met, unless CSPs were forfeited. (6) These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively.
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CONSOLIDATED 67 10. Other assets and liabilities 10.1 Property, plant and equipment Property, plant and equipment Property, plant and equipment consist mainly of land and buildings, machinery, equipment, office equipment, bearer plants and vehicles. All property, plant and equipment are stated at historical cost less depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Refer to note 6.3 for the accounting treatment of right-of-use assets. Depreciation on buildings, machinery, equipment, office equipment, bearer plants and vehicles is provided on a straight-line basis at rates that reduce the cost thereof to an estimated residual value over the expected useful life of the asset. The residual values and expected useful lives of assets are reviewed annually on the reporting date and adjusted where necessary. No depreciation is provided for land. 30 June 30 June Depreciation rates (%) are as follows: 2026 2025 Bearer plants 7.0 – 33.0 7.0 – 33.0 Buildings 1.7 – 50.0 1.7 – 50.0 Machinery and equipment 1.5 – 50.0 1.7 – 50.0 Vehicles 1.7 – 50.0 3.0 – 50.0 Office equipment 4.0 – 50.0 4.0 – 50.0 Land Machinery and and Office Bearer R million buildings equipment Vehicles equipment plants Total Carrying value at 1 July 2024 4 191 5 341 777 120 129 10 558 Cost 6 517 12 737 1 570 269 438 21 531 Accumulated depreciation and impairments (2 326) (7 396) (793) (149) (309) (10 973) Additions 770 1 205 244 31 55 2 305 Disposals (17) (17) (23) (1) (1) (59) Depreciation (248) (810) (177) (27) (23) (1 285) Impairments – (33) – – – (33) Foreign exchange translation 36 23 6 1 – 66 Reassessment of leases 19 (1) – – – 18 Transfers and other (366) 345 16 1 – (4) Carrying value at 30 June 2025 4 385 6 053 843 125 160 11 566 Cost 6 930 14 084 1 658 292 427 23 391 Accumulated depreciation and impairments (2 545) (8 031) (815) (167) (267) (11 825) Additions 810 1 061 261 21 39 2 192 Disposals (5) (13) (3) – (3) (24) Depreciation (257) (846) (174) (26) (26) (1 329) Impairments (10) (4) – – – (14) Foreign exchange translation (109) (114) (2) (1) – (226) Reassessment of leases 6 – 3 – – 9 Transfers and other (172) 124 2 (2) 2 (46) Carrying value at 30 June 2026 4 648 6 261 930 117 172 12 128 Cost 7 326 14 790 1 744 306 433 24 599 Accumulated depreciation and impairments (2 678) (8 529) (814) (189) (261) (12 471) The registers containing details of land and buildings are available for inspection by shareholders or their proxies at the registered offices of the companies to which the relevant properties belong.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 68 2026 10. Other assets and liabilities (continued) 10.1 Property, plant and equipment (continued) Rainbow impairment assessments During the current year, total impairments of R14 million (2025: R33 million relating to the waste-to-value cash- generating unit (CGU)) were recognised by Rainbow. The key assumptions used in the value in use calculations are presented below. These calculations use cash flow projections based on financial budgets approved by Rainbow’s management, which include assumptions on profit before tax, working capital and capital maintenance expenditure. The forecast cash flows used in the value in use calculations are the output of Rainbow’s latest five-year business planning process. The assumptions used in the value in use calculations include: •EBITDA: incorporates the latest five-year forecast aligned with the approved business model for the financial years 2027 to 2031. •Capital expenditure: represents the latest five-year projection as outlined in the approved business model for the financial years of 2027 to 2031. •Working capital is based on the business model for the financial years of 2027 to 2031. Thereafter, adjusted to normalise trade receivables and trade payables, to exclude the effects of reporting cut-offs over the five-year forecast. •Growth rate: a consistent growth rate of 4.0% has been applied in the terminal year, based on prior year assumptions. This rate incorporates long-term forecasts for food inflation and GDP growth. 30 June 30 June Key assumptions 2026 2025 Discount rate (pre-tax) (%) 13.2 – 18.1 14.64 – 18.73 Growth rate (%) 4.0 – 4.3 4.0 – 4.3 Period (years) 5.0 – 12.0 5.0 – 12.0 Sensitivity analysis of assumptions used in the impairment test relates: 30 June 2026 30 June 2025 Additional Additional Assumptions (R million) Movement impairment Movement impairment Discount rate (%) +1.0 – +1.0 (60) Growth rate (%) -1.0 – -1.0 (57)
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CONSOLIDATED 69 10. Other assets and liabilities (continued) 10.2 Investment properties Investment properties are held to generate rental income and appreciate in capital value. Investment properties are treated as long-term investments and are carried at cost less accumulated depreciation. Buildings are depreciated to their estimated residual values on a straight-line basis over their expected useful lives. Depreciation rates between 4% and 20% per annum are applied on significant components. The fair values disclosed for investment properties are determined by external independent valuators every third year and adjusted by management by taking into account property-specific information in each intermediary year. 30 June 2026 30 June 2025 Accumu- Accumu- lated lated deprecia- Carrying deprecia- Carrying R million Cost tion value Cost tion value Land 23 – 23 26 – 26 Buildings 331 (61) 270 531 (53) 478 354 (61) 293 557 (53) 504 Reconciliation of carrying value at the 30 June 30 June beginning and end of the year (R million) Land Buildings1 2026 Land Buildings 2025 Balances at the beginning of the year 26 478 504 18 476 494 Additions – 5 5 9 9 18 Disposal – (224) (224) (1) – (1) Depreciation – (7) (7) – (7) (7) Impairment – (6) (6) – – – Transfer from property, plant and equipment 24 24 – – – Transfer to asset held for sale (3) – (3) – – – Balances at the end of the year 23 270 293 26 478 504 The Group’s diverse investment property portfolio was valued at 30 June 2025 by independent, qualified valuers using, depending on the specific property, either a discounted cash flow or a depreciated replacement cost approach utilising inputs appropriate to each specific property. The Group obtains external valuations of its properties every three years, which are subsequently adjusted for inflation until the next valuations are performed. Management's current fair value estimate of investment properties (level 3), VAT exclusive, is R1 106 million (2025: R1 338 million), by taking into account property-specific information such as market rental growth, vacancy rate and vacancy periods to estimate a 4.4% increase on the prior year value plus the cost price of additions for the year. The registers containing details of investment properties are available for inspection by shareholders or their proxies at the registered offices of the companies to which the relevant properties belong.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 70 2026 10. Other assets and liabilities (continued) 10.3 Intangible assets Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over Remgro’s interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree. Goodwill is carried at cost less accumulated impairment losses. Identifiable intangible assets Identifiable intangible assets include trade marks, customer contracts and customer and supplier relationships and software. The cost of developing and establishing identifiable intangible assets is expensed as incurred. Consequently, the value thereof is not reflected in the Annual Financial Statements. The cost of purchased identifiable intangible assets is written off on a straight-line basis over their expected useful lives. Identifiable intangible assets with indefinite useful lives are not amortised, but are annually tested for impairment. An intangible asset is regarded as having an indefinite useful life if, based on all the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. Indefinite life is not the same as infinite, i.e. limitless. The useful life of an intangible asset reflects only the level of future maintenance (and management’s ability and intention to carry out such maintenance) that is necessary to preserve the asset’s operating capability as assessed when initially estimating the asset’s useful life. The following factors were taken into account to determine the useful life of intangible assets: •track record of stability; •high barriers to market entry; and •management’s commitment to continue to invest for the long term to extend the period over which the intangible asset is expected to continue to provide economic benefits. Research and development costs Research cost is expensed as incurred. Where the asset recognition criteria have been met, development cost is capitalised and written off over the expected useful life of the product. Development cost previously expensed is not recognised as an asset in a subsequent period. Amortisation is included in “Other net operating expenses” in the income statement.
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CONSOLIDATED 71 10. Other assets and liabilities (continued) 10.3 Intangible assets (continued) Customer Trade and supplier R million Goodwill marks relationships Software Total Carrying value at 1 July 2024 7 073 3 182 156 216 10 627 Cost 9 243 3 948 1 518 534 15 243 Accumulated amortisation and impairments (2 170) (766) (1 362) (318) (4 616) Additions – 45 – 59 104 Disposals – – – (6) (6) Impairments (799) – – – (799) Amortisation – (22) (18) (45) (85) Foreign exchange translation 33 24 – 1 58 Transfers and other – – – 2 2 Carrying value at 30 June 2025 6 307 3 229 138 227 9 901 Cost 9 295 4 015 1 518 562 15 390 Accumulated amortisation and impairments (2 988) (786) (1 380) (335) (5 489) Additions – 9 – 91 100 Disposals – – – (1) (1) Impairments (118) (313) – – (431) Amortisation – (20) (18) (51) (89) Foreign exchange translation – (60) – (6) (66) Transfers and other – – – 16 16 Carrying value at 30 June 2026 6 189 2 845 120 276 9 430 Cost 9 295 3 938 1 518 594 15 345 Accumulated amortisation and impairments (3 106) (1 093) (1 398) (318) (5 915) 30 June 30 June Amortisation periods (years) 2026 2025 Trade marks 5 – 201 5 – 201 Customer and supplier relationships 5 – 200 5 – 200 Software 3 – 201 3 – 201 At 30 June 2026, Capevin’s indefinite life intangible assets were impaired by R226 million based on the fair value (level3) less cost to sell of the relevant trade names. At 30 June 2025, the remaining goodwill amounting to R799 million allocated to Capevin was impaired based on its value in use, while Capevin’s indefinite life intangible assets’ recoverable amount, which was based on their fair value, exceeded its carrying value at that date. RCL Foods impaired goodwill of R118 million, and Sunshine Bakery Holdings Proprietary Limited (Sunshine) impaired indefinite life trade mark of R87 million during the 2026 financial year. The remaining carrying value of the Sunshine trade mark amounted to R11 million at 30 June 2026 (30 June 2025: R98 million). No impairments of RCL Foods’ goodwill and indefinite life intangible assets were required for the 2025 financial year. The recoverable amounts of the RCL Foods CGUs were based on their value in use. Goodwill amounting to R19 million was allocated to Rainbow, which pertained to the acquisition of Driehoek Voere in 2019. No impairment of this goodwill was required for the 2026 and 2025 financial years. No impairment on the goodwill allocated to Siqalo Foods was required for either the 2026 or 2025 financial year.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 72 2026 10. Other assets and liabilities (continued) 10.3 Intangible assets (continued) Software with a book value of R64 million is still in the development phase (2025: R39 million). No intangible assets were pledged as security. Goodwill and indefinite life intangible assets are tested annually for possible impairment and for this purpose are allocated to the respective CGUs. Goodwill and indefinite life intangible assets are allocated to CGUs as indicated below: RCL Foods(3) Rainbow(3) Wispeco(3) Siqalo(1) and its(3) and its(3) and its(3) Goodwill Foods(1) subsidiaries(2) subsidiaries(3) subsidiaries(3) Total 30 June 2026 Carrying value (R million) 4 320 1 816 19 19 6 174 Basis of valuation of Value0 Value0 Value0 Value1 cash-generating units in use1 in use1 in use1 in use1 Discount rate (%) 11.4 13.1 – 19.12 12.9 13.3 Growth rate (%) 3.5 3.5 4.0 4.5 Period (years) 5 5 5 5 30 June 2025 Carrying value (R million) 4 320 1 935 19 19 6 293 Basis of valuation of Value0 Value0 Value0 Value0 cash-generating units in use1 in use1 in use1 in use1 Discount rate (%) 13.6 14.6 – 17.01 13.6 14.6 Growth rate (%) 4.5 4.0 4.0 3.5 Period (years) 5 5 5 5 (1) Goodwill of R5 208 million was recognised with the acquisition of Siqalo Foods. R888 million was impaired during the 2019 financial year. (2) Goodwill relates to the acquisition of New Foodcorp Holdings Proprietary Limited (Foodcorp) in 2013, the sweetener operation in 2018, L&A Logistics Limited in the 2021 financial year and Siyathuthuka Sugar in 2022. During the 2023 financial year, RCL Foods acquired Sunshine, which was fully impaired on 30 June 2026. The carrying value of RCL Foods’ goodwill includes accumulated impairments amounting to R923 million (2025: R805 million). (3) Goodwill relates to the acquisition of Driehoek Voere in 2019 and was allocated to Rainbow following its separation from RCL Foods on 1 July 2024. Capevin(2) RCL Foods(3) Rainbow(3) Siqalo(1) and its(2) and its(3) and its(3) Indefinite life intangible assets Foods(1) subsidiaries(2) subsidiaries(3) subsidiaries(4) Total 30 June 2026 Carrying value included in trade marks (R million) 1 153 445 1 218 5 2 821 Basis of valuation Value in use1 Fair value1 Value in use1 Value in use1 Royalty rate (%) n/a2 3.0 – 6.02 n/a2 n/a2 Discount rate (%) 11.4 9.1 13.1 – 19.11 12.9 Growth rate (%) 3.5 3.0 3.5 4.0 Period (years) 5 10 5 5 30 June 2025 Carrying value included in trade marks (R million) 1 153 731 1 304 5 3 193 Basis of valuation Value in use1 Fair value1 Value in use1 Value in use1 Royalty rate (%) n/a2 3.0 – 6.02 n/a2 n/a2 Discount rate (%) 13.6 6.6 14.6 – 17.01 13.7 Growth rate (%) 4.5 3.4 4.0 4.0 Period (years) 5 10 5 5 (1) Relates to the acquisition of Siqalo Foods. (2) Relates to the retained business that was transferred to Capevin during the 2023 financial year. (3) Relates to the acquisition of Foodcorp. (4) Relates to the acquisition of Driehoek Voere in 2019. 123
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CONSOLIDATED 73 10. Other assets and liabilities (continued) 10.3 Intangible assets (continued) Sensitivity analysis of assumptions used in the impairment tests: Siqalo Foods 30 June 2026 30 June 2025 Additional Additional Assumptions (R million) Movement impairment Movement impairment Discount rate (%) +1.0 317 +1.0 260 Growth rate (%) -1.0 157 -1.0 106 The recoverable amount of Siqalo Foods exceeded its carrying amount at 30 June 2026 by R380 million (30 June 2025: R338 million). Capevin − tradenames 30 June 2026 30 June 2025 Additional Additional Assumptions (R million) Movement impairment Movement impairment Royalty rate (%) -0.5 29 -0.5 – Discount rate (%) +1.0 39 +0.5 – Growth rate (%) -0.5 13 -0.5 – At 30 June 2026, the carrying value of two of Capevin’s brands, Black Bottle and Scottish Leader exceeded its recoverable amount by R226 million. Accordingly, these brands were impaired to their recoverable amounts that is represented by their fair value (level 3) less cost to dispose. At 30 June 2025, Capevin tested the goodwill allocated to its Scotch whisky business for impairment against the CGU’s value in use. The whisky industry faced a global decline in demand, especially in key geographical markets due to constrained consumer spending. This led to a decline in profitability for the year under review, which impacted forecasted cash flows. Additionally, discount rates increased and expected growth rates declined. Accordingly, the remaining goodwill allocated to Capevin amounting to R799 million was impaired. The fair value less cost to sell of its indefinite life intangible assets exceeds their carrying values. No impairment was recognised relating to those assets. RCL Foods 30 June 2026 30 June 2025 Additional Additional Assumptions (R million) Movement impairment Movement impairment Discount rate (%) +1.0 182 +1.0 7 Growth rate (%) -0.5 43 -0.5 – Rainbow 30 June 2026 30 June 2025 Additional Additional Assumptions (R million) Movement impairment Movement impairment Discount rate (%) +1.0 – +1.0 – Growth rate (%) -0.5 – -0.5 – Wispeco 30 June 2026 30 June 2025 Additional Additional Assumptions (R million) Movement impairment Movement impairment Discount rate (%) +1.0 – +1.0 – Growth rate (%) -1.0 – -1.0 –
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 74 2026 10. Other assets and liabilities (continued) 10.4 Retirement benefits Pension obligations The Group provides defined-benefit and defined-contribution post-employment plans for their employees. The plan assets are held in separate trustee-administered funds. These plans are funded by payments from the employees and the Group, taking into account recommendations of independent qualified actuaries. For the defined-benefit plans, the pension accounting costs are assessed using the projected unit credit method. The cost of providing pensions is charged to the income statement to spread the regular costs over the service lives of the employees in accordance with advice of qualified actuaries. The pension obligation is measured as the present value of the estimated future cash outflows using interest rates of government securities that have maturity terms approximating the terms of the related liability. Past service costs are immediately expensed. The net surplus or deficit of the benefit obligation is the difference between the present value of the funded obligations and the fair value of the plan assets. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. The Group’s contribution to the defined-contribution pension plans is charged to the income statement in the period to which they relate. Post-employment medical obligations The Group provides post-employment medical benefits to its retirees. The entitlement to post-employment medical benefits is based on the employees remaining in service up to retirement age and the completion of a minimum service period. The projected unit credit method of valuation is used to calculate the liability for post-employment medical benefits. The expected costs of these benefits are expensed, and the liabilities accumulated over the period of employment, using accounting methodology similar to that for defined-benefit pension plans. Independent qualified actuaries value these obligations. 30 June 30 June R million 2026 2025 Statement of financial position obligations Post-employment medical benefits (61) (52) (61) (52) Statement of financial position assets 476 434 Retirement benefits 440 378 Defined-contribution fund employer’s surplus 28 41 Post-employment medical benefits 8 15 Net post-retirement benefit asset 415 382 Represented by: Retirement benefits (refer note 10.4.1) 440 378 Post-employment medical benefits (refer note 10.4.2) (53) (37) Defined-contribution fund employer’s surplus 28 41 415 382 Income statement Retirement benefits (38) (36) Post-employment medical benefits 8 9 Income (30) (27) Statement of comprehensive income – other comprehensive income Retirement benefits (refer note 10.4.1) (24) (27) Post-employment medical benefits (refer note 10.4.2) 16 (7) Income (8) (34)
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CONSOLIDATED 75 10. Other assets and liabilities (continued) 10.4 Retirement benefits (continued) 10.4.1 Retirement benefits Some of the Company’s subsidiaries have various defined-benefit and defined-contribution funds which are privately administered, independent of the finances of the Group. The Group operates defined-benefit funds in South Africa, governed by the Pension Funds Act, 1956 (as amended). Statement of other compre- Income hensive Statement of financial position statement income Amount recognised Present in the (Income)/ Fair value value of Effect of statement expense of plan funded the asset of financial included in (Income)/ R million assets obligations limit position staff costs expense Balances at 1 July 2024 666 (186) (102) 378 Current service cost – (1) – (1) 1 – Net interest income/(expense) 69 (20) (12) 37 (37) – Transfer to retirement fund (63) – – (63) – – Benefit payments (24) 24 – – – – Remeasurements: – Return on plan assets excluding interest 5 – 21 26 – (26) – Experience adjustments – (4) – (4) – 4 – Change in financial assumptions – 5 – 5 – (5) Balances at 30 June 2025 653 (182) (93) 378 (36) (27) Current service cost – (1) – (1) 1 – Net interest income/(expense) 67 (18) (10) 39 (39) – Benefit payments (26) 26 – – – – Remeasurements: – Return on plan assets excluding interest 37 – 5 42 – (42) – Experience adjustments – (7) – (7) – 7 – Change in financial assumptions – (11) – (11) – 11 Balances at 30 June 2026 731 (193) (98) 440 (38) (24)
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 76 2026 10. Other assets and liabilities (continued) 10.4 Retirement benefits (continued) 10.4.1 Retirement benefits (continued) 30 June 30 June R million 2026 2025 Actual return on plan assets 104 73 Number of members 41 46 Composition of plan assets (%) Cash 4.3 1.5 Equity 20.2 21.6 Bonds 33.4 33.0 Property 0.4 0.2 International 41.6 43.6 Other 0.1 0.1 100.0 100.0 Principal actuarial assumptions on reporting date (%) Discount rate 8.7 10.4 Future pension increases 4.0 4.5 Inflation rate 4.0 4.5 The sensitivity of the defined-benefit obligation to changes in the principal assumptions is: 30 June 2026 30 June 2025 Impact on defined-benefit obligation Impact on defined-benefit obligation Change in Increase in Decrease in Change in Increase in Decrease in R million assumption assumption assumption assumption assumption assumption South Africa Discount rate 1.0% (12) 13 1.0% (10) 11 Inflation rate 1.0% 13 (12) 1.0% 12 (10) The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some assumptions may be correlated. 10.4.2 Post-employment medical benefits The Group operates a number of post-employment medical benefit schemes in South Africa. The majority of these plans are unfunded. The amounts recognised in the statement of financial position are determined as follows: 30 June 30 June R million 2026 2025 Present value of funded obligations (95) (79) Fair value of plan assets 103 94 Excess of the funded plans 8 15 Present value of unfunded obligations (61) (52) Liability included in the statement of financial position (53) (37)
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CONSOLIDATED 77 10. Other assets and liabilities (continued) 10.4 Retirement benefits (continued) 10.4.2 Post-employment medical benefits (continued) Statement of other compre- Income hensive Statement of financial position statement income Amount recognised in the (Income)/ Fair value Present statement expense of plan value of of financial included in (Income)/ R million assets obligations position staff costs expense Balances at 1 July 2024 84 (127) (43) Current service cost – (4) (4) 4 – Net interest income/(expense) 11 (16) (5) 5 – Benefit payments (3) 11 8 – – Remeasurements: – Return on plan assets excluding interest income 2 – 2 – (2) – Gain/(loss) due to experience adjustment – 5 5 – (5) Balances at 30 June 2025 94 (131) (37) 9 (7) Current service cost – (4) (4) 4 – Net interest income/(expense) 11 (15) (4) 4 – Benefit payments (4) 12 8 – – Remeasurements: – Change in financial assumptions – (6) (6) – 6 – Return on plan assets excluding interest income 2 – 2 – (2) – Gain/(loss) due to experience adjustment – (12) (12) – 12 Balances at 30 June 2026 103 (156) (53) 8 16 30 June 30 June R million 2026 2025 Actual return on plan assets 13 13 Composition of plan assets (%) Cash 4.8 3.9 Equity 71.0 70.6 Bonds 15.8 17.5 Property 3.3 2.7 Other 5.1 5.3 100.0 100.0
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 78 2026 10. Other assets and liabilities (continued) 10.4 Retirement benefits (continued) 10.4.2 Post-employment medical benefits (continued) 30 June 30 June Principal actuarial assumptions on reporting date (%) 2026 2025 Discount rate 8.2 – 9.61 9.1 – 12.51 Annual increase in healthcare costs 5.2 – 6.71 5.1 – 8.61 The sensitivity of the post-employment medical liability to changes in the principal assumptions is: 30 June 2026 30 June 2025 Impact on post-employment Impact on post-employment medical liability medical liability Change in Increase in Decrease in Change in Increase in Decrease in R million assumption assumption assumption assumption assumption assumption Discount rate 1.0% (16) 20 1.0% (15) 15 Healthcare cost inflation 1.0% 22 (18) 1.0% 15 (15) The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some assumptions may be correlated.
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CONSOLIDATED 79 10. Other assets and liabilities (continued) 10.5 Inventories Inventories are stated at the lower of cost or net realisable value. The basis of determining cost, which excludes finance costs, is the first-in-first-out cost method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Work in progress and finished goods include direct costs and an appropriate allocation of manufacturing overheads. 30 June 30 June(1) 2026 2025(1) R million Restated(1) Raw materials 1 704 1 258 (1) Finished products 4 057 3 577 (1) Work in progress 3 787 3 816 (1) Consumables 732 690 (1) 10 280 9 341 (1) Inventory expensed during the year 28 909 29 925 (1) Inventory carried at net realisable value 203 48 (1) (1) Refer to note 16 for the restatement of comparative numbers. Inventories at year-end consist primarily of Capevin, Rainbow and RCL Foods’ inventories. Capevin’s inventory provisions amounted to R11 million (2025: R19 million) at year-end. Bank borrowings are secured by inventories of Capevin for a maximum value of R2 067 million (2025: R2 311 million). 10.6 Biological agricultural assets Biological assets are measured at fair value less estimated harvesting, transport, packing and point-of-sale costs. Gains and losses arising from the remeasurement of biological assets are accounted for in the income statement during the period in which they arise. Growing crops Growing crops consist of consumable biological assets, i.e. sugar cane plants. The fair value of growing crops is determined with reference to current market prices and considering the sucrose content and age of sugar cane plants. Chicken stock Chicken stock includes breeding and broiler stock. Breeding stock includes the breeding and laying operations, including hatching eggs. The fair value of chicken stock is determined with reference to current market prices or, where market prices are not available, by reference to sector benchmarks. Biological assets are measured at fair value using inputs that are not based on observable market data. Accordingly, these assets are classified as level 3 in terms of IFRS 13. There were no transfers to either level 1 or level 2 fair value assets during the periods under review. Breeding Broiler Sugar R million stock stock cane plants Total Carrying value at 1 July 2024 562 368 390 1 320 Additions 1 616 6 075 – 7 691 Decrease due to harvest (1 594) (6 083) (384) (8 061) Fair value adjustment 20 14 417 451 Transfer to property, plant and equipment – – (8) (8) Carrying value at 30 June 2025 604 374 415 1 393 Additions 1 774 5 938 – 7 712 Decrease due to harvest (1 768) (5 964) (413) (8 145) Fair value adjustment 15 25 422 462 Transfer to property, plant and equipment – – (5) (5) Carrying value at 30 June 2026 625 373 419 1 417
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 80 2026 10. Other assets and liabilities (continued) 10.6 Biological agricultural assets (continued) The following valuation techniques and significant inputs were used to measure the biological assets: Range of Relationship of Fair value at Valuation Unobservable unobservable unobservable input 30 June 2026 Description technique inputs inputs to fair value R million Chicken Replacement Mortality rates 3.16% to 6.62% The higher the mortality, the stock cost of the lower the fair value components of growing Average live 1.65kg to 2.05kg The higher the average live mass, the stock mass per bird the higher the fair value Feed cost R6 484 to R7 535 The higher the feed cost per ton, per ton the higher the fair value 998 Sugar cane Recoverable Recoverable R6 621 per ton The higher the recoverable value plants value value price per of sucrose, the higher the value of ton of sucrose sugar standing cane Recoverable value R1 440 to R1 799 The higher the recoverable value of of harvesting, per ton harvesting, transport and other costs transport and to sell per ton, the lower the value other costs to sell of sugar standing cane 419 Range of Relationship of Fair value at Valuation Unobservable unobservable unobservable input 30 June 2025 Description technique inputs inputs to fair value R million Chicken Replacement Mortality rates 3.03% to 7.04% The higher the mortality, the stock cost of the lower the fair value components of growing Average live 1.65kg to 1.94kg The higher the average live mass, the stock mass per bird the higher the fair value Feed cost R7 696 to R8 009 The higher the feed cost per ton, per ton the higher the fair value 978 Sugar cane Recoverable Recoverable R7 269 per ton The higher the recoverable value plants value value price per of sucrose, the higher the value of ton of sucrose sugar standing cane Recoverable value R1 382 to R1 598 The higher the recoverable value of of harvesting, per ton harvesting, transport and other costs transport and to sell per ton, the lower the value other costs to sell of sugar standing cane 414
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CONSOLIDATED 81 10. Other assets and liabilities (continued) 10.6 Biological agricultural assets (continued) Sensitivity analysis A sensitivity analysis is shown for the significant unobservable inputs below: Input Sensitivity Feed cost – chicken stock Average live mass Mortality rates A 5.0% change in feed cost would result in a R9 million (2025: R10 million) change in fair value. A 5.0% change in average live mass would result in a R1 million (2025: R1 million) change in fair value. A 5.0% change in mortality rates would result in a R0.4 million (2025: R0.3 million) change in fair value. Recoverable value price per ton – sugar cane plants Harvesting, transport and other costs to sell per ton – sugar cane plants A change of 5.0% in recoverable value would result in a R28 million change in fair value (2025: R27 million). A change of 5.0% in harvesting, transport and other costs would result in a R7 million change in fair value (2025: R3 million). 10.7 Debtors and short-term loans 30 June 30 June R million 2026 2025 Trade debtors (gross) 4 634 5 496 Less: Loss allowance (49) (39) Trade debtors (net) 4 585 5 457 Dividends receivable 150 168 Short-term loans – 4 Advance payments 312 330 VAT receivable 112 108 Accrued finance income 134 62 Other 583 258 5 876 6 387 Debtors with a carrying value of R5 535 million (2025: R4 598 million) provided collateral to the Group. The collateral consists of mortgage and notarial bonds, cessions, bank guarantees and credit insurance. Movements on the Group loss allowance for trade debtors are as follows: 30 June 30 June R million 2026 2025 Balances at the beginning of the year 39 47 Loss allowance 32 19 Trade debtors written off as uncollectable during the year (17) (15) Unused amounts written back (5) (13) Exchange difference – 1 Balances at the end of the year 49 39 During the year, bad debts amounting to R17 million (2025: R15 million) were written off. The other classes of assets in trade debtors and short-term loans have no assets where impairments were made. Refer to note 13 for further details.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 82 2026 10. Other assets and liabilities (continued) 10.8 Trade and other payables Trade payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. 30 June 30 June R million 2026 2025 Non-current 151 286 Current 7 431 7 485 7 582 7 771 Trade payables 2 117 2 081 Accrued expenses 5 044 5 072 Excise duty 4 – VAT payable 266 332 Rainbow and RCL Foods' deferred bonus schemes included in non-current 151 286 7 582 7 771 10.9 Assets and liabilities held for sale or distribution and discontinued operations Non-current assets (or disposal groups) are classified as either held for sale or held for distribution if their carrying amounts will be recovered principally through a sale transaction or a distribution to shareholders rather than through continuing use. These assets (or disposal groups) are measured at the lower of its carrying amount or fair value less costs to sell or to distribute. The Group classifies a component as a discontinued operation when that component has been disposed of, or is classified as held for sale or distribution, and •represents a separate major line of business or geographical area of operations; •is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or •is a subsidiary acquired exclusively with a view to resell. A component of the Group comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Group. 10.9.1 Unbundling of eMedia Investments On 24 March 2025, the Remgro Board approved the unbundling of the investment in eMedia Investments. The transaction was subject to certain conditions and met the IFRS 5 criteria to be reclassified as a non-current asset held for distribution on 30 June 2025. During September 2025, Remgro entered into a series of transactions agreed between EMH, eMedia Investments and Remgro. These transactions entailed the following: • Remgro subscribed for 18 310 630 EMH N shares at a subscription price of R3.25 per EMH N share for a total purchase consideration of R60 million. • Remgro disposed of its investment in eMedia Investments (being 17 730 595 eMedia Investments shares or a 32.31% stake in eMedia Investments) to EMH in exchange for 220 162 315 EMH N shares. • Remgro unbundled its newly acquired investment in EMH to its shareholders as a dividend in specie on 29 September 2025, in a ratio of 41.96 EMH N shares for every 100 Remgro shares held. The EMH distribution was recognised directly in equity and did not result in any impact on the income statement. Any cumulative fair value reserve relating to the investment remained within equity and was transferred directly to retained earnings in accordance with the Group’s accounting policy for FVOCI equity instruments.
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CONSOLIDATED 83 10. Other assets and liabilities (continued) 10.9 Assets and liabilities held for sale or distribution and discontinued operations (continued) 10.9.2 Assets and liabilities held for sale or distribution 30 June 30 June R million 2026 2025 Assets held for sale or distribution comprise: Assets held for sale or distribution 26 473 26 473 Consisting of: The carrying value of the assets and liabilities held for sale or distribution were – 472 Investments – Equity accounted (note 4.1.1) – 974 Impairment loss recognised on remeasurement – (502) Other 26 1 Non-current assets held for sale or distribution 26 473 11. Taxation The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Interest and penalties are disclosed as part of other payables. Current taxation is provided by using rates that have been enacted or substantially enacted in terms of applicable tax laws. Deferred taxation is provided for at rates that have been enacted or substantially enacted using the statement of financial position liability method. Full provision is made for all temporary differences between the taxation base of an asset or liability and its carrying amount on the statement of financial position. No deferred tax liability is recognised in those circumstances where the initial recognition of an asset or liability has no impact on accounting profit or taxable income. Deferred tax assets are not raised unless it is probable that future taxable profits will be available against which the deferred tax asset can be realised in the foreseeable future. No deferred tax is provided on temporary differences relating to investments in subsidiaries as Remgro controls the dividend policy of these companies and consequently also controls the reversal of the temporary differences. Deferred taxation is provided at a rate of 0% on temporary differences relating to the investments in associates and joint ventures, as the carrying values of these investments are expected to be recovered through dividends, which are exempt from taxation.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 84 2026 11. Taxation (continued) 11.1 Deferred taxation Deferred tax assets Invento- Property, ries and Intangi- plant and biological ble Tax R million equipment assets assets Accruals losses Other Total At 1 July 2024 (118) 10 6 108 221 (33) 194 As per the income statement 21 3 3 64 (8) (4) 79 Accounted for in other comprehensive income – – – (9) – – (9) Foreign exchange translation – – – – – 13 13 At 30 June 2025 (97) 13 9 163 213 (24) 277 As per the income statement 21 (1) – (25) (9) 60 46 Accounted for in other comprehensive income – – – – – (3) (3) Foreign exchange translation – – – – 3 (2) 1 At 30 June 2026 (76) 12 9 138 207 31 321 Deferred tax liabilities Invento- Property, ries and Intangi- plant and biological ble Invest- Tax R million equipment assets assets Accruals ments losses Other Total At 1 July 2024 (1 436) (278) (752) 297 (3 313) 319 260 (4 903) As per the income statement (222) (29) 132 145 57 (296) (20) (233) Accounted for in other comprehensive income – – – – (457) – – (457) Foreign exchange translation 4 – (1) – – (15) 6 (6) At 30 June 2025 (1 654) (307) (621) 442 (3 713) 8 246 (5 599) As per the income statement 22 (5) (84) (65) 5 (4) 33 (98) Accounted for in other comprehensive income – – – 1 850 – – 851 Foreign exchange translation 30 – 8 1 – – 3 42 At 30 June 2026 (1 602) (312) (697) 379 (2 858) 4 282 (4 804)
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CONSOLIDATED 85 11. Taxation (continued) 11.2 Tax losses 30 June 30 June R million 2026 2025 Assessed losses not recognised as deferred tax asset 1 009 720 The Group had unused tax losses of R1 009 million (2025: R720 million) for which no deferred tax asset has been recognised due to the improbability that future income will arise against which the loss can be utilised. The assessed losses do not have an expiry date. The Group has the following capital losses in respect of which no deferred tax asset has been recognised due to the uncertainty that future capital gains will arise and against which these losses can be utilised: •Capital losses amounting to R1 070 million (2025: R1 078 million); and •Capital losses amounting to R6 614 million (2025: R6 614 million), which can be utilised against future capital gains in limited circumstances. 11.3 Taxation in income statement 30 June 30 June R million 2026 2025 Current – current year – South African normal taxation 999 747 – Capital gains tax 59 26 – Foreign income 28 42 – Foreign taxation 5 16 – previous year – South African normal taxation 38 2 – Capital gains tax (11) – – Foreign taxation – (30) 1 118 803 Deferred – current year 42 169 – previous year 10 (15) Taxation in income statement 1 170 957
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 86 2026 11. Taxation (continued) 11.4 Tax rate reconciliation 30 June 30 June % 2026 2025 Effective tax rate 24.5 37.9 Reduction/(increase) in standard rate as a result of: Exempt dividend income 3.2 6.8 Taxable capital gains 0.8 (0.5) Non-deductible expenditure(1) (11.8) (35.5) Non-taxable income(2) 8.8 16.6 Foreign taxation (0.2) (1.3) Timing differences 0.1 (0.5) Previous year taxation 1.1 2.2 Tax losses utilised 0.5 1.3 Standard rate 27.0 27.0 (1) Non-deductible expenditure includes impairments of investments, assets and loans of R464 million (2025: R1 635 million) and finance costs pertaining to debt at the centre amounting to R Nil million (2025: R95 million). (2) Non-taxable income mainly includes the profit on sale and dilution of investments, profit on sale of assets and reversal of impairments of investments, assets and loans amounting to R65 million (2025: R23 million). 11.5 Taxation in statement of comprehensive income 30 June 30 June R million 2026 2025 Current – current year – Capital gains tax 1 678 429 11.6 International Tax Reform – Pillar Two Model Rules The Remgro Group is a multi-national enterprise group (MNE group) within the scope of the Organisation for Economic Cooperation and Development (OECD) Pillar Two Model Rules, which aims to ensure that large MNE groups pay a minimum effective tax rate of 15% in each jurisdiction in which they operate. South Africa, where Remgro Limited is incorporated and tax resident as the ultimate parent entity, together with a number of other jurisdictions in which the Group operates, has enacted Pillar Two legislation, applicable to the Remgro Group for the year ended 30 June 2026. In terms of the above legislation, the Remgro Group may be required to pay Top-up Tax in respect of subsidiaries located in jurisdictions where the effective tax rate is less than 15% (in accordance with the OECD Pillar Two Model Rules). For the year ended 30 June 2026, management assessed the Group’s potential exposure to Pillar Two taxes (Top-up Tax) based on available financial information, including transitional safe harbour analyses and jurisdictional calculations where required. The Group expects to meet the transitional safe harbour in all jurisdictions in which it operates, and therefore does not expect Top-up Tax to arise in those jurisdictions, other than Jersey and South Africa, where detailed calculations are required, the results of which are set out below: •No Top-up Tax is expected to arise in South Africa, primarily because the effective tax rate, calculated in accordance with the Model Rules, exceeds 15% after the permitted adjustments are made. •Jersey introduced a Multinational Corporate Income Tax (MCIT) regime for accounting periods commencing on or after 1 January 2025. The regime applies to the Group’s Jersey Constituent Entities for the year ended 30 June 2026 and, is intended to ensure that in-scope MNE groups are subject to a minimum effective tax rate of 15% in Jersey. No MCIT is payable in Jersey for the year ended 30 June 2026, as a loss arose in the jurisdiction for Pillar Two purposes. The Group has also assessed equity accounted investments in which it directly or indirectly holds at least a 50% ownership interest, applying the specific Pillar Two Rules relevant to such investments. No Top-up Tax is expected in respect of these investments. Based on the above assessment, no Pillar Two Top-up Tax liability nor related current tax expense has been recognised for the year ended 30 June 2026. The Group will continue to monitor developments in the implementation and administration of Pillar Two legislation in relevant jurisdictions and assess the potential impact in light of its global operations. The Group applies the mandatory exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
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CONSOLIDATED 87 12. Other income and expenses 12.1 Revenue Revenue Revenue comprises the fair value of the consideration received/receivable arising in the course of the Group’s ordinary activities through the sale of goods and services. Revenue is disclosed net of value added tax, general sales taxes, returns, rebates, discounts and other allowances and after eliminating sales within the Group. Sales of goods comprise the sale of alcoholic beverages, milling, agricultural produce and consumer goods, as well as aluminium products. Sales of services comprise logistics, warehousing and distribution services where the Group acts as an agent on behalf of a principal and earns commission, as well as consulting and management services. Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control of a product or when services are rendered to a customer. In certain instances, the sale of goods includes delivery and these sales are identified as being a single performance obligation. In all other cases, where the Group is requested to arrange transport for the customer, two separate performance obligations arise – the sale of goods and the provision of transport. To the extent that the Group is responsible for the provision of the transport services to the customer, the Group acts as a principal and revenue from transport services is recorded at the gross amount. Revenue from the sale of goods is recognised only when the performance obligations arising from the contract with a customer are satisfied and the amount of revenue that it expects to be entitled to can be determined. For sales that include delivery as a single performance obligation (as indicated above), revenue is recognised when products have been delivered to the customer and the customer has accepted delivery. In instances where the delivery is a separate performance obligation (as indicated above), revenue from the sale of goods is recognised when the goods are transferred to the transport provider for delivery. The products sold often include various discounts, including volume discounts based on aggregate sales and early settlement discounts. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in trade and other payables) is recognised for expected discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales are made with credit terms which are consistent with market practice. The Group’s obligation to replace or accept return of faulty products is recognised as a refund liability (included in trade and other payables) and a right to the returned goods (included in other current assets) is recognised for the products expected to be returned. Accumulated experience is used to estimate such returns at the time of sale at a category level (expected value method). Because the number of products returned has been steady for years, it is highly probable that a significant reversal in the cumulative revenue recognised will not occur. The validity of this assumption and the estimated amount of returns are reassessed at each reporting date. A receivable is recognised when the goods are delivered, as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. Revenue from the sale of services relates mainly to transport services and is recognised when the underlying goods have been delivered. The Group is not entitled to payment until the delivery service has been completed. Revenue from other services provided by the Group is recognised when the service has been rendered with reference to completion of the specific transaction assessed on the basis of actual service provided as a proportion of total services to be provided. The Group currently accepts returns from customers for damaged goods, with the corresponding refund liability recorded within trade and other receivables, unless a separate obligation to settle with the customer exists, in which case the liability is recorded in trade and other payables. The Group bases its estimates of incentive rebates and settlement discounts on historical results. Variable consideration is calculated by applying percentages agreed with the customer to actual sales for the period. The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money. Recognition of other income Interest is recognised on a time proportion basis (taking into account the principal outstanding, the effective rate and the period), unless collectability is in doubt. Dividends are recognised when the right to receive payment is established.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 88 2026 12. Other income and expenses (continued) 12.1 Revenue (continued) Segment revenue 30 June 30 June(1) 2026 2025(1) R million Restated(1) Consumer products RCL Foods 24 044 25 087 (1) Rainbow 16 968 15 811 (1) Capevin 1 810 1 923 (1) Siqalo Foods 3 781 3 708 (1) Industrial Wispeco 4 253 3 909 (1) Other 154 121 (1) Total revenue 51 010 50 559 (1) Disaggregated revenue information 30 June 30 June(1) 2026 2025(1) R million Restated(1) RCL Foods(2) RCL Foods Value-Added Business 23 963 24 768 (1) Groceries 5 238 5 410 (1) Baking 9 293 9 298 (1) Sugar 9 432 10 060 (1) Receipt from South African Sugar Association (SASA) 455 705 (1) Sales between RCL Foods’ business units (211) (226)(1) Group 291 300 (1) 24 498 25 547 (1) Rainbow(2) Chicken 15 030 13 969 (1) Animal Feed 7 100 7 389 (1) Sales between Rainbow's business units (5 176) (5 623)(1) Other 101 103 (1) 17 055 15 838 (1) Capevin Whisky 1 690 1 776 (1) Other 120 147 (1) 1 810 1 923 (1) Siqalo Foods Spreads 3 797 3 715 (1) Wispeco Extrusions and related products 3 590 3 351 (1) Other 663 558 (1) 4 253 3 909 (1) Other 154 121 (1) Elimination of intersegment revenue(3) (557) (494)(1) Total revenue 51 010 50 559 (1) (1) Refer to note 16 for the restatement of comparative numbers. (2) RCL Foods and Rainbow have major customers which accounts to R3 949 million (2025: R3 453 million) and R2 345 million (2025: R2 149 million), respectively. (3) RCL Foods accounts for administration fee received from Siqalo Foods and Rainbow as revenue. On consolidation, this revenue is transferred to intergroup administration fee received. Geographical segmental information: Revenue relating to Capevin and Wispeco amounting to R1 919 million (2025: R2 030 million), is derived from outside of South Africa.
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CONSOLIDATED 89 12. Other income and expenses (continued) 12.2 Staff costs Short-term employee benefits Employee entitlements to leave are recognised when they accrue to employees involved. A creditor is created for the estimated liability for leave as a result of services rendered by employees up to the reporting date. 30 June 30 June R million 2026 2025 Salaries and wages 7 031 7 065 Share-based payments 142 167 Pension costs – defined-contribution 438 394 Pension costs – defined-benefit (38) (36) Post-employment medical benefits 8 9 Other 449 441 Staff costs 8 030 8 040 12.3 Profit 30 June 30 June R million 2026 2025 Profit/loss includes the following separately disclosable as well as significant income and expense items: Income Fair value adjustment – biological assets 462 451 Fair value adjustment – derivative instruments – 63 Rental income – investment properties 15 15 Profit/(loss) on sale and dilution of investments 48 (9) Net profit on the sale of property, plant and equipment 99 30 Exchange rate differences – 11 Expenses Amortisation of intangible assets 88 84 Expenses – investment properties 10 9 Lease payments 383 358 Short-term leases 213 195 Low-value assets 9 7 Variable lease payments 161 156 Repairs and maintenance 1 736 1 648 Research and development costs written off 19 14 Fair value adjustment – derivative instruments 43 – Audit of group and separate financial statements 74 78 Other non-audit services 2 2 Net impairment of investments, assets and goodwill 447 1 541 Investments (refer note 4.4) (4) 207 Assets held for sale or distribution (refer note 10.9.2) – 502 Property, plant and equipment (refer note 10.1) 14 33 Intangible and other assets 437 799 Professional fees 213 204 Depreciation 1 336 1 292 Property, plant and equipment (refer note 10.1) 1 329 1 285 Investment properties (refer note 10.2) 7 7 Exchange rate differences 11 – Water, electricity and municipal services 2 293 2 074 Fuel and gas 601 561 Transportation and vehicle expenses 2 510 2 404 Advertising expenses 844 827 Sugar industry levy 470 294
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 90 2026 13. Financial instruments Financial instruments disclosed in the financial statements include cash and cash equivalents, investment in money market funds, financial assets at fair value, derivative instruments, debtors and short-term loans, trade and other payables and borrowings. Classification The Group classifies its financial assets in the following measurement categories: • those to be measured at fair value through other comprehensive income; • those to be measured at fair value through profit and loss; and • those to be measured at amortised cost. The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows. The Group reclassifies financial assets when, and only when, its business model for managing those assets changes. The Group classifies its financial liabilities apart from derivatives as other financial liabilities. Derivative financial liabilities are classified as financial liabilities at fair value through profit and loss. Measurement Financial instruments are initially recognised at fair value, including directly attributable transaction costs, when the Group becomes party to the contractual terms of the instruments. Transaction costs relating to the acquisition of financial instruments held at fair value through profit and loss are expensed. Subsequent to initial recognition, financial instruments that are not measured at fair value are measured as follows: Loans and receivables These assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit and loss and presented in other gains/(losses), together with foreign exchange gains and losses. Financial guarantee contracts Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is recognised at fair value and subsequently measured at the higher of the expected credit loss relating to the guarantee given and the amount initially recognised less accumulated amortisation, where appropriate. Derecognition of financial instruments Financial assets (or portions thereof) are derecognised when the Group realises the rights to the benefits specified in the contract, the rights expire or the Group surrenders or otherwise loses control of the contractual rights that comprise the financial asset. On derecognition, the difference between the carrying amount of the financial asset and proceeds receivable, as well as any prior adjustments to reflect fair value that had been recognised in other comprehensive income, are included in the income statement. Financial liabilities (or portions thereof) are derecognised when the Group’s obligation specified in the contract is discharged or cancelled, or has expired. On derecognition, the difference between the carrying amount of the financial liability, including related unamortised costs and the amount paid for it is included in the income statement. Fair value estimation Financial instruments that are measured at fair value in the statement of financial position are disclosed by level of the following fair value hierarchy: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 – Inputs (other than quoted prices included within level 1) that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and • Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The fair value of financial instruments traded in an organised financial market is measured at the applicable quoted prices. The fair value of the financial instruments that are not traded in an organised financial market is determined using a variety of methods and assumptions that are based on market conditions and risk existing at the reporting date, including independent appraisals and discounted cash flow methods. Fair values represent an approximation of possible value, which may differ from the value that will finally be realised. The fair value of financial guarantees is determined as the present value of the difference in net cash flows between the contractual payments under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.
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CONSOLIDATED 91 13. Financial instruments (continued) 13.1 Classes of financial instruments and fair value Financial instruments on the statement of financial position include investments, investment in money market funds, loans receivable, debtors, cash, creditors, short-term loans, long-term loans and derivative instruments. Details of the nature, extent and terms of these instruments are explained in the notes to the relevant items. The accounting policy for financial instruments was applied to the following statement of financial position line items: Financial Non- assets at Financial Financial financial amortised assets at assets at Carrying Fair Financial assets (R million) assets cost FVPL FVOCI value value 30 June 2026 Financial assets at FVOCI – – – 17 179 17 179 17 179 Financial assets at FVPL – – 122 – 122 122 Long-term loans and debtors – 33 – – 33 33 Loans to equity accounted investments – 163 – – 163 163 Debtors and short-term loans 1 005 4 871 – – 5 876 5 876 Investment in money market funds – – 10 703 – 10 703 10 703 Cash and cash equivalents – 14 933 – – 14 933 14 933 1 005 20 000 10 825 17 179 49 009 49 009 30 June 2025 Financial assets at FVOCI – – – 22 316 22 316 22 316 Financial assets at FVPL – – 136 – 136 136 Long-term loans and debtors – 19 – – 19 19 Loans to equity accounted investments – 128 – – 128 128 Debtors and short-term loans 695 5 691 – – 6 386 6 386 Investment in money market funds – – 3 376 – 3 376 3 376 Cash and cash equivalents – 8 855 – – 8 855 8 855 695 14 693 3 512 22 316 41 216 41 216
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 92 2026 13. Financial instruments (continued) 13.1 Classes of financial instruments and fair value (continued) Liabilities Non- at Financial financial amortised liabilities Carrying Fair Financial liabilities (R million) liabilities cost at FVPL value value 30 June 2026 Long-term loans – 3 883 – 3 883 3 913 Trade and other payables 266 7 316 – 7 582 7 582 Short-term loans – 114 – 114 114 Current instruments at FVPL – – 10 10 10 266 11 313 10 11 589 11 619 30 June 2025 Long-term loans – 3 772 – 3 772 3 805 Trade and other payables 618 7 153 – 7 771 7 771 Short-term loans – 126 – 126 126 Current instruments at FVPL – – 19 19 19 618 11 051 19 11 688 11 721 Fair value Except for the term-funded debt package (refer to note 6.1) with a fair value of R1 530 million (2025: R1 533 million), the fair value of other financial instruments approximates their carrying value on 30 June 2026 and 30 June 2025. The fair value of the term-funded debt package is calculated by discounting the future cash flows over the period of the loan and is within level 2 of the fair value hierarchy. Fair value estimation The following methods and assumptions are used to determine the fair value of each class of financial instrument: •Financial instruments at fair value and investment in money market funds: Fair value is based on quoted market prices or, in the case of unlisted instruments, appropriate valuation methodologies, being discounted cash flows, liquidation valuation or actual net asset value of the investment. •Cash and cash equivalents, debtors, creditors and short-term loans: Due to the expected short-term maturity of these financial instruments, their carrying values approximate their fair values. •Borrowings: The fair value of long-term borrowings is based on discounted cash flows using the effective interest rate method. As the interest rates of long-term borrowings are all market-related, their carrying values approximate their fair values. •Derivative instruments: The fair values of derivative instruments, which are included in financial instruments at FVPL, are determined by using appropriate valuation methodologies and mark-to-market valuations.
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CONSOLIDATED 93 13. Financial instruments (continued) 13.1 Classes of financial instruments and fair value (continued) Fair value estimation (continued) The following table illustrates the fair values of financial assets that are measured at fair value, by hierarchy level: R million Level 1 Level 2 Level 3 Total 30 June 2026 Assets Non-current assets Financial assets at FVOCI 15 347 – 1 832 17 179 Financial assets at FVPL – – 114 114 Current assets Financial assets at FVPL – 8 – 8 Investment in money market funds – 10 703 – 10 703 15 347 10 711 1 946 28 004 30 June 2025 Assets Non-current assets Financial assets at FVOCI 20 444 1 1 871 22 316 Financial assets at FVPL – – 114 114 Current assets Financial assets at FVPL – 22 – 22 Investment in money market funds – 3 376 – 3 376 20 444 3 399 1 985 25 828 Financial Financial Reconciliation of carrying value of level 3 assets at the assets at assets at beginning and end of the year (R million) FVOCI FVPL Total Balances at 1 July 2024 1 618 114 1 732 Additions 408 – 408 Disposals (14) – (14) Transfers (2) – (2) Exchange rate adjustment (17) – (17) Fair value adjustments through other comprehensive income (122) – (122) Balances at 30 June 2025 1 871 114 1 985 Additions 319 – 319 Disposals (94) – (94) Transfers (34) – (34) Exchange rate adjustment (64) – (64) Fair value adjustments through other comprehensive income (166) – (166) Balances at 30 June 2026 1 832 114 1 946 Level 3 financial assets consist mainly of investments in the Asia Partners Fund I LP and Asia Partners Fund II LP (Asia Partners Funds) and the Pembani Remgro Infrastructure Funds (PRIF), amounting to R823 million (2025: R739 million) and R545 million (2025: R505 million), respectively. These investments are valued based on the fair value of each investment’s underlying assets, which are valued using a variety of valuation methodologies. Listed entities are valued at the last quoted share price on the reporting date, whereas unlisted entities’ valuation methods include discounted cash flow valuations, appropriate earnings and revenue multiples. The Asia Partners Funds consist of cash balances and 13 (2025: 10) different investments, of which 59% (2025: 78%) are measured using option pricing models. Net cash constitutes 9% (2025: 10%) of the Asia Partners Funds’ net assets. Six of PRIF’s eight assets were valued using the discounted cash flow method, while one of the other two is measured at an agreed-upon selling price. The investment in Bolt Technology OÜ was valued at R370 million at 30 June 2026 (2025: R431 million) using a market approach. Remgro’s unlisted investments classified as level 3 financial instruments are widely held. Accordingly, changes in the assumptions used to value the above-mentioned unlisted investments will not have a significant impact on Remgro’s financial statements.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 94 2026 13. Financial instruments (continued) 13.1 Classes of financial instruments and fair value (continued) The following table illustrates the fair values of financial liabilities that are measured at fair value, by hierarchy level: R million Level 1 Level 2 Level 3 Total 30 June 2026 Liabilities Current instruments at FVPL – 10 – 10 – 10 – 10 30 June 2025 Liabilities Current instruments at FVPL – 19 – 19 – 19 – 19 13.2 Financial instruments and risk management Various financial risks have an impact on the Group’s results: market risk (including price risk, interest rate risk and foreign exchange risk), credit risk and liquidity risk. The Company and its subsidiaries’ risk management programmes, of which key aspects are explained below, acknowledge the unpredictability of financial markets and are aimed at minimising any negative effect thereof. Derivative instruments are used to hedge against certain financial risk exposures. Remgro’s risk management is performed by its central treasury department in terms of policy that was approved by the Board of Directors. A Treasury Committee identifies, evaluates and hedges financial risks in terms of the Group’s risk appetite, sets risk limits and monitors compliance with policy and procedures. The committee is assisted by the internal audit department that regularly, and on an ad hoc basis, reviews risk management controls and procedures. It is the responsibility of the Remgro Audit and Risk Committee to supervise these functions and assess the appropriateness of risk management strategies. Risk management at subsidiary level is performed by the respective subsidiaries themselves and Remgro’s Board of Directors monitors this on a continuous basis through representation on the subsidiaries’ boards. Relevant financial risks and risk management programmes are summarised as follows: Market risk Price risk Exposure to price risk is due to investments in listed and unlisted shares which are classified as either FVOCI or FVPL, investment in money market funds and investments in commodity future contracts. Equity investments at FVOCI consist primarily of Discovery. Other investments at FVOCI consist mainly of the investments in PRIF, Prescient China Equity Fund and the Asia Partners Funds, the details of which are disclosed in note 4.3. Investments at FVPL consist mainly of put option derivatives, the investment in LIVEKINDLY, and interest rates swaps, the details of which are disclosed in note 6.4. The Management Board monitors all these investments continuously and makes recommendations to the Investment Committee and the Board of Directors in this regard. Investment in money market funds consists mainly of interest-bearing liquid investments with a low risk. Refer to note 5.1 for further details. RCL Foods and Rainbow have commodity price risk which arises from the risk of an adverse effect on current or future earnings from fluctuations in the prices of commodities for wheat, sunflower, maize and soya. To stabilise prices for RCL Foods and Rainbow, substantial commodity requirements, derivative instruments including forward contracts, commodity options, and futures contracts are used to hedge their exposure to commodity price risk. The overriding directive is to minimise commodity price volatility to meet forecast requirements, ideally at the lowest cost for both internal and external sales. Call and put options are utilised within this framework to manage commodity requirements and supply. The use of written options is restricted to the purposes of fixing forward requirements. The overall procurement strategy and net positions are reported monthly to their Raw Material Commodity Procurement Committees and quarterly to their boards. These committees are responsible for setting their monthly company’s views regarding future price movements. The daily trading activities by the procurement teams are restricted to their company views unless prior approval is obtained from these committees. Please refer to the sensitivity analysis table on the next page for exposure to commodity price risk.
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CONSOLIDATED 95 13. Financial instruments (continued) 13.2 Financial instruments and risk management (continued) Market risk (continued) Foreign exchange risk Certain subsidiaries operate internationally and are therefore exposed to foreign currency risk due to commercial transactions and offshore borrowings denominated in foreign currencies. These risks are limited by using foreign exchange contracts when deemed necessary. The Group is also exposed to foreign exchange translation risk through foreign cash (note 5.2). The Board of Directors monitors the exposure to foreign cash and offshore debt on a regular basis and the risk is limited through the diversification in foreign currencies. Interest rate risk Due to significant cash investments, movements in market interest rates influence income. The profile of the cash and cash equivalents is explained in note 5.2. Interest rate risk is managed by Remgro’s treasury department, as well as the respective subsidiaries, by using approved counter parties that offer the best rates. The Company and its subsidiaries are also exposed to interest rate risk due to long-term and short-term debt. The interest rate profile of the liabilities is disclosed in note 6.1. The Group’s sensitivity to market risk The following table illustrates the sensitivity of the Group’s profit and other comprehensive income to market risk if markets change up or down with the following percentages: 30 June 2026 30 June 2025 Income Income statement Equity statement Equity Change R million R million Change R million R million Interest rates 2.0% 319 – 2.0% 140 – Foreign exchange 5.0% 12 214 5.0% (1) 270 Equity prices 10.0% – 1 346 10.0% – 1 749 Commodity prices 10.0% − 25.0% 183 – 15.0% − 25.0% 283 – The above sensitivity analysis was calculated with reference to the carrying value of financial instruments at year-end and a possible change in the market risk factor. Credit risk The Group’s exposure to credit risk is the fair value of loans, loans to equity accounted investments and other investee companies, debtors, short-term loans, derivative instruments, investments in money market funds and cash and cash equivalents, as well as financial guarantee contracts. Loans receivable Management continuously assesses the credit risk of loans to equity accounted investments through its representation on the respective boards. The credit risk of loans to other investee companies is assessed through regular reporting from the respective investee companies. Loans to equity accounted investments and other investee companies are within their mandated terms. The loss allowances on loans to external parties are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions, as well as forward looking estimates at the end of each reporting period. Trade receivables No significant concentration of credit risk existed regarding debtors, as customers are spread over a wide geographical area. Policies and procedures are in place ensuring that sales occur only to customers with an acceptable credit history. Other debtors consist mainly of dividends receivable.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 96 2026 13. Financial instruments (continued) 13.2 Financial instruments and risk management (continued) Credit risk (continued) Trade receivables (continued) The Group applies the simplified approach for providing the expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. Capevin, Siqalo Foods, RCL Foods and Rainbow are Remgro subsidiaries with significant trade receivables. Capevin has no insured trade receivables, holds no collateral as security and there is a cession, as per note 10.7, on trade receivables. Credit granting is controlled by a robust application process and credit limits are assigned and are updated continuously, taking into account financial position, past experience and other factors. Capevin's provision matrix of the lifetime expected loss allowance for trade debtors as at 30 June 2026 is as follows: Up to Up to Above 60 days 90 days 90 days Current past due past due past due Total International 0.0% 0.0% 0.0% 34.1% 1.2%1 South African 0.0% 0.0% 0.0% 0.0% 0.0%1 0.0% 0.0% 0.0% 34.1% 1.2%1 Capevin's gross carrying amount of trade debtors per risk segment for the current financial year is as follows: Up to Up to Above 60 days 90 days 90 days R million Current past due past due past due Total International 106 102 6 8 222 South African 3 – – – 3 109 102 6 8 225
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CONSOLIDATED 97 13. Financial instruments (continued) 13.2 Financial instruments and risk management (continued) Credit risk (continued) Trade receivables (continued) Rainbow and RCL Foods’ exposure to credit risk with regards to trade and other receivables is influenced mainly by the individual characteristics of each customer, and there is no significant concentration of risk related to industry segments. The granting of credit is controlled by well-established criteria that are reviewed regularly. The terms granted to trade debtors are determined by the respective credit policies of each operating subsidiary. The policies are underwritten by Lombard Insurance. Credit limits are subject to approval in line with Rainbow’s board-approved delegation of authority relating to the granting of credit (Credit Limits of Authority). The maximum exposure to credit risk at the reporting date is the carrying amount of each trade receivable and amounts guaranteed as disclosed in note 10.7. The majority of Chicken and Animal Feed segments’ trade debtors are insured, either by Lombard Insurance, or in the case of the Chicken division's debtors, by Vector Logistics Proprietary Limited (Vector Logistics) subject to the insurance policies that Vector Logistics has in place. Credit insurance premiums are paid monthly based on net invoiced sales. Rainbow further notes a concentration of risk within the Chicken division relating to Vector Logistics, and therefore Rainbow further insures Vector Logistics itself against a credit default event for a maximum of R2.4 billion. In the current year, 86.0% (2025: 84.8%) of RCL Foods’ trade and other receivables from continuing operations, which have not been specifically impaired, have been covered by credit insurance. The continuing operation’s trade debtors are covered by Credeq Africa and Lombard Trade Credit on all debtors’ balances in excess of R50 000, which covered 96.1% of their debtors in the current financial year (2025: 95.6%). A portion of trade debtors represent large retail customers assessed as being a low risk of default. The Beverages, Pies and Speciality operating units’ trade debtors are managed by Vector Logistics but are subject to the cover that RCL Foods has in place. Credit insurance premiums are paid on a monthly basis based on net invoiced sales. The credit policy requires each new customer to be analysed individually for creditworthiness before delivery and payment terms are offered. RCL Foods’ review includes external ratings where available and, in some cases, bank references. Limits are established for each customer, which represents the maximum trading amount without requiring further approval. These limits are reviewed on an ongoing basis. Customers that fail to meet RCL Foods’ benchmark creditworthiness may transact with RCL Foods on a cash basis. Customers that default on payments are closely monitored and put on "stop supply" if required. Remgro's loss allowance is as follows: Trade1 . . 0 Insured receivables1 . Up to More than1 30 June Loss allowance Low risk trade specifically1 . 60 days 60 days1 2026 matrix (R million) of defaults receivables provided1 Current past due past due1 Total .Gross carrying amount RCL Foods (382) 1 090 12 801 344 2 1 867 Rainbow 1 1 205 6 215 4 – 1 431 Capevin – – – 109 102 14 225 Wispeco – – – 295 42 5 342 Siqalo Foods – – – 135 453 18 606 Other 162 – – – – – 162 (219) 2 295 18 1 555 945 39 4 633 Loss allowance RCL Foods 2 1 – 3 Rainbow 3 – – – 3 Capevin – – 3 3 Wispeco 2 8 2 12 Siqalo Foods n/a n/a n/a n/a 3 4 9 5 21 Specific allowance RCL Foods 22 Rainbow 6 Total loss allowance 49 Expected loss rate RCL Foods 0.00%1 0.25%1 0.37%1 20.98%1 Rainbow 42.71%1 0.11%2 2.91%2 19.31%1 Capevin 0.00%3 0.00%3 34.10%1 Wispeco 0.00%4 0.00%4 0.00%1 Siqalo Foods n/a n/a n/a 11.12%5 0.25%6 1.04%6 12.16%1
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 98 2026 13. Financial instruments (continued) 13.2 Financial instruments and risk management (continued) Credit risk (continued) Trade receivables (continued) Trade Insured receivables Up to More than 30 June Loss allowance Low risk trade specifically 60 days 60 days 2025 matrix (R million) of defaults receivables provided Current past due past due Total Gross carrying amount RCL Foods (230) 1 118 517 154 352 (1) 1 910 Rainbow 2 2 046 2 128 20 3 2 201 Capevin – – – 207 43 19 269 Wispeco – – – 277 41 5 323 Siqalo Foods – – – 456 464 (245) 675 Other 118 – – – – – 118 (110) 3 164 519 1 222 920 (219) 5 496 Loss allowance RCL Foods 5 2 – 7 Rainbow 1 – 1 1 3 Capevin – – 5 5 Wispeco – 9 3 12 Siqalo Foods n/a n/a n/a n/a 1 5 12 9 27 Specific allowance RCL Foods 10 Rainbow 2 Total loss allowance 39 Expected loss rate RCL Foods 3.08%1 0.62%1 (39.76%) Rainbow 0.29%2 1.74%1 28.90%2 Capevin 0.00%3 0.00%1 26.01%3 Wispeco 0.15%4 20.98%1 55.28%4 Siqalo Foods n/a n/a n/a 0.23%1 1.21%1 (4.02%) Derivative instrument transactions and cash investments Derivative instruments consist mainly of commodity option contracts and foreign exchange contracts (refer note 6.4). Derivative instruments were limited to transactions with financial institutions with an acceptable credit rating. Remgro’s Treasury Committee and/or the respective subsidiaries approved these institutions and determined the limit of credit exposure of each separate entity. Investment in money market funds and cash and cash equivalents are only held by approved institutions with acceptable creditworthiness. The Treasury Committee sets the limit for each financial institution. Refer to the investment in money market funds note (note 5.1) and cash and cash equivalents note (note 5.2) for additional information.
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CONSOLIDATED 99 13. Financial instruments (continued) 13.2 Financial instruments and risk management (continued) Liquidity risk Debt levels within the Group are monitored on a continuous basis. The Company and its subsidiaries have substantial cash balances at their disposal and adequate credit facilities that limit their liquidity risk. Liquidity risk is further limited due to the fact that the Company also has substantial investments which can be realised on short notice. The following schedule indicates the repayment terms of outstanding debt: Non-discounted cash flow Carrying Contractual 0 to 12 5 years and Financial liabilities (R million) value cash flow months 1 to 5 years longer 30 June 2026 Long-term loans 3 883 4 641 362 4 199 80 Trade and other payables 7 316 7 316 7 165 151 – Short-term loans 114 158 158 – – Current instruments at FVPL 10 10 10 – – Financial guarantees – 31 31 – – 11 323 12 156 7 726 4 350 80 30 June 2025 Long-term loans 3 772 4 747 96 4 639 12 Trade and other payables 7 153 7 153 7 153 – – Short-term loans 126 141 141 – – Current instruments at FVPL 19 22 22 – – 11 070 12 063 7 412 4 639 12 Remgro has provided shareholder support to Energy Exchange of Southern Africa Proprietary Limited (EXSA) through bank and parent company guarantees to facilitate renewable energy projects with contractual terms ranging from 10 to 15 years. The guarantees support EXSA's obligations to project counterparties and Independent Power Producers Remgro’s exposure amounts to R570 million.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 100 2026 14. Related parties Related parties that have been identified consist of subsidiaries, equity accounted investments, key management personnel and certain shareholders. Details of these parties and transactions with them are disclosed below. 14.1 Related party transactions 30 June 30 June R million 2026 2025 Transactions of Remgro Limited and its subsidiaries with: Principal shareholder Dividends (243) (109) Equity accounted investments Interest income 1 12 Interest paid (1) (1) Dividends received (6 403) (2 570) Administration fees received 81 76 Sales 10 7 Purchases (1 508) (1 477) Corporate finance transactions and underwriting fees paid (15) (34) Key management personnel (refer note 9) Salaries and other benefits (47) (53) Retirement benefits (7) (8) Share-based payments 71 80 Balances due from/(to) related parties: Equity accounted investments (132) (163) Equity accounted investments 230 162 No security is given for any outstanding balances. No provisions for expected credit losses against outstanding balances with related parties have been made. This has been assessed and considered to be immaterial. No bad debt of related parties has been written off during the year.
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CONSOLIDATED 101 14. Related parties (continued) 14.2 Principal subsidiaries Effective interest Name of company Share capital 30 June 30 June Incorporated in South Africa R (unless 2026 2025 unless otherwise stated otherwise stated) % % Capevin Holdings Proprietary Limited(1) 11 399 304 000 33.6 33.6 Eikenlust Proprietary Limited 100 100.0 100.0 Energy Exchange of Southern Africa Proprietary Limited 76 491 730 75.0 75.0 Enerweb Proprietary Limited 1 000 38.3 38.3 Entek Investments Proprietary Limited 16 029 279 100.0 100.0 Historical Homes of South Africa Limited 555 000 66.1 66.1 Industrial Electronic Investments Proprietary Limited 1 000 100.0 100.0 Industrial Partnership Investments Proprietary Limited 125 000 100.0 100.0 Invenfin Proprietary Limited 100 100.0 100.0 IPI (Overseas) Limited – Jersey 918 530 004 100.0 100.0 IPROP Holdings Limited – British Virgin Islands (USD) 4 882 892 100.0 100.0 Metkor Group Proprietary Limited 82 978 237 100.0 100.0 Millennia Jersey Limited – Jersey (GBP) 458 000 000 100.0 100.0 Partnership in Mining Proprietary Limited 100 100.0 100.0 Rainbow Chicken Limited * 4 285 794 000 79.5 80.0 RCL Foods Limited * 10 429 208 000 79.4 79.6 Remgro Beverages Proprietary Limited 8 940 134 267 100.0 100.0 Remgro Finance Corporation Proprietary Limited 958 430 100.0 100.0 Remgro Health Limited – Jersey (GBP) 100 000 000 100.0 100.0 Remgro Healthcare Holdings Proprietary Limited 36 543 642 592 100.0 100.0 Remgro International Holdings Proprietary Limited 2 100.0 100.0 Remgro International Limited – Jersey 5 014 710 000 100.0 100.0 Remgro Investment Corporation Proprietary Limited 100 100.0 100.0 Remgro Jersey GBP Limited – Jersey (GBP) 100 000 000 100.0 100.0 Remgro Loan Corporation Proprietary Limited 700 100.0 100.0 Remgro Management Services Limited 100 100.0 100.0 Remgro South Africa Proprietary Limited 48 614 100.0 100.0 Remgro Sport Investments Proprietary Limited 100 100.0 100.0 Remgro USA Limited – Jersey (USD) 2 100.0 100.0 Remont Proprietary Limited 100 100.0 100.0 Robertsons Holdings Proprietary Limited 1 000 100.0 100.0 RPII Holdings Proprietary Limited 8 600 000 100.0 100.0 Seacom SA SPV Proprietary Limited 100 100.0 100.0 Siqalo Foods Proprietary Limited 1 100.0 100.0 Stellenbosch Academy of Sport Proprietary Limited 2 100.0 100.0 TSB Sugar Holdings Proprietary Limited 7 532 040 746 100.0 100.0 V&R Management Services AG – Switzerland (CHF) 100 000 100.0 100.0 VenFin Holdings Limited – Jersey (USD) 88 578 773 100.0 100.0 VenFin Proprietary Limited 2 849 304 076 100.0 100.0 VenFin Media Investments Proprietary Limited 2 100.0 100.0 Wispeco Holdings Proprietary Limited 11 641 000 100.0 100.0 Details of income and investments in subsidiaries are disclosed in the Company’s separate Annual Financial Statements. (GBP) British pound (USD) USA dollar (CHF) Swiss franc * Listed company (1) Remgro owns all of the unlisted B-shares issued by Capevin. These shares carry voting rights only and, in conjunction with the ordinary shares held, Remgro has voting rights of 57.8% (2025: 57.8%) in Capevin. A complete register of subsidiaries is available for inspection at the registered office of the Company.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 102 2026 14. Related parties (continued) 14.3 Principal equity accounted investments 30 June 2026 30 June 2025 Name of company Effective Effective Incorporated in South Africa Listed (L)/ Shares interest Shares interest unless otherwise stated Unlisted (U) held % held % Healthcare Mediclinic Holdings Limited U 372 574 637 50.0 372 574 637 50.0 (previously Manta Bidco Limited – UK ) Consumer products Heineken Beverages Holdings Limited U 75 460 929 18.8 75 460 929 18.8 Financial services OUTsurance Group Limited L 469 448 728 30.5 469 448 728 30.5 Business Partners Limited U 77 929 998 45.0 77 929 998 45.0 Infrastructure Community Investment Ventures Holdings Proprietary Limited U 392 141 57.0 392 141 57.0 Seacom Capital Limited – Mauritius U 1 000 30.0 1 000 30.0 Industrial Air Products South Africa Proprietary Limited U 4 500 000 50.0 4 500 000 50.0 TotalEnergies Marketing Proprietary Limited U 12 872 450 24.9 12 872 450 24.9 PGSI Limited – BVI U – – 26 297 697 37.7 eMedia Investments Proprietary Limited U – – 17 730 595 32.3 Diversified investment vehicles Kagiso Tiso Holdings Proprietary Limited (RF) (KTH) U 325 892 43.5 325 892 43.5 Details of investments in and income from equity accounted investments are disclosed in note 4.1. All these investments were equity accounted. BVI – British Virgin Islands UK – United Kingdom Details of investments which are not material to the evaluation of the business of the Group, are not shown. 14.4 Key management personnel Only Remgro’s directors and members of the Management Board are key management personnel. Information on directors’ emoluments and their shareholding in the Company appears in notes 8 and 9 as well as on page 123. 14.5 Shareholders A detailed analysis of shareholders appears on pages 121 and 122.
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CONSOLIDATED 103 15. Events after year-end Mediclinic The Annual Financial Statements were authorised for issue by the Board of Directors on 18 September 2026. Events after 30 June 2026 have been considered up to that date. On 1 July 2026, after the reporting date, Remgro implemented and closed the previously announced restructuring of its interests in Mediclinic. The transaction comprised two principal components: the acquisition by Remgro of 100% of MCSA, housed in Mediclinic International Proprietary Limited and its subsidiaries and associates (MCSA Group), and the acquisition by Investment Holding Limited S.à r.l. (IHL), a subsidiary of MSC, of 100% of Mediclinic’s Swiss business unit (Hirslanden). Following implementation, Remgro owns 100% of the MCSA Group through its sole shareholding in MCSA and no longer holds an interest in Hirslanden. Remgro and IHL continue to hold their joint interests in Mediclinic’s Middle East business and the interest in Spire Healthcare Group plc through Mediclinic. The announced transaction consideration for the MCSA Group was $950 million, adjusted to $947 million to reflect agreed leakages and accruals between the locked-box date and the implementation date. The announced transaction consideration for Hirslanden was $950 million, adjusted to $1 077 million on the same basis. The adjusted consideration amounts were settled through in specie distributions of the respective loan accounts to Remgro and IHL, and Remgro received an additional cash distribution of $130 million to equalise the difference in value. Management has assessed the transaction as a non-adjusting event after the reporting period under IAS 10, as control of the MCSA Group and loss of control of Hirslanden occurred after 30 June 2026. Accordingly, no assets, liabilities, goodwill, gain on bargain purchase, gain on disposal, income or expenses arising from the transaction have been recognised in these Annual Financial Statements for the year ended 30 June 2026. Remgro will account for the transaction from 1 July 2026, being the disposal date of Hirslanden and acquisition date for MCSA for IFRS 3 purposes and will consolidate the results and financial position of the MCSA Group from that date. At the date these Annual Financial Statements were authorised for issue, management has not yet determined the estimated financial effect of the transaction which includes the acquisition date fair values of the identifiable assets acquired and liabilities assumed, the resulting goodwill or gain from a bargain purchase and gain on disposal. The information could not be estimated because the valuation and purchase price allocation process, including the identification and measurement of separately identifiable intangible assets, deferred tax effects, acquired receivables, contingent liabilities and other fair value adjustments, was ongoing at the authorisation date. 16. Restatement of comparative numbers RCL Foods Following recent changes to the South African Sugar Industry Agreement, RCL Foods reassessed the presentation of redistribution payments in the income statement. These payments were previously presented on an individual sugar operation basis. RCL Foods concluded that the redistribution payments should be presented on a net entity basis, as this presentation better reflects the substance of the arrangement with the SASA. This treatment is consistent with IAS 1: Presentation of Financial Statements, which permits gains and losses arising from a group of similar transactions to be presented on a net basis when such presentation reflects the substance of the transaction. Accordingly, the comparative information for the year ended 30 June 2025 has been restated. The restatement resulted in a decrease in revenue of R947 million and a corresponding decrease of R947 million in cost of sales. In Remgro’s income statement, which presents expenses by nature, the corresponding cost of sales adjustment is reflected in inventory expenses. Included in the restated revenue information is a further R154 million reclassification between revenue from contracts with customers and receipts from SASA. This reclassification affects only the disaggregation of RCL Foods’ revenue and has no impact on RCL Foods’ or the Remgro Group’s total revenue. The R154 million reclassification is therefore not an additional reduction in total revenue over and above the R947 million adjustment. The reclassification restatement has no impact on gross profit, trading profit, operating profit, consolidated profit, net profit for the year, earnings, earnings per share, headline earnings, headline earnings per share, cash flows, book value of net assets, intrinsic net asset value, shareholders’ equity or total equity. The impact of the restatement on the comparative income statement is set out below: Previously RCL Foods R million reported reclassification Restated Income statement for the year ended at 30 June 2025 Revenue 51 506 (947) 50 559 Inventory expenses (30 872) 947 (29 925) Trading profit 3 179 – 3 179
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 104 2026 17. New accounting standards and interpretations Management considered all new accounting standards, interpretations and amendments to IFRS Accounting Standards that were issued prior to 30 June 2026, but not yet effective on that date. Published standards, amendments and interpretations not yet effective and not early adopted: The following new accounting standards, interpretations and amendments will not have a material impact on the financial statements except for IFRS 18 which is still being assessed: •Amendment to IAS 21: The Effects of Changes in Foreign Exchange Rates (Exchange Rates Translation to a Hyperinflationary Presentation Currency) (effective date – financial periods commencing on/after 1 January 2027) In November 2025 the International Accounting Standards Board (IASB) issued Translation to a Hyperinflationary Presentation Currency Amendments to IAS 21. The amendments require translation from a non-hyperinflationary functional currency into a hyperinflationary presentation currency at the closing rate. If an entity’s functional currency is the currency of a non-hyperinflationary economy, but its presentation currency is the currency of a hyperinflationary economy, its results and financial position are translated into the presentation currency by translating all amounts (i.e. assets, liabilities, equity items, income and expenses) and all comparatives at the closing rate at the date of the most recent statement of financial position. An entity whose functional currency and presentation currency are the currency of a hyperinflationary economy, restates the comparative amounts of a foreign operation, whose functional currency is that of a non-hyperinflationary economy, by applying the general price index, in accordance with paragraph 34 of IAS 29, to the foreign operation’s comparative figures. The amendments also introduce certain additional disclosure requirements. •Amendment to IFRS 10: Consolidated Financial Statements and IAS 28: Investments in Associates and Joint Ventures (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture) (effective date – IASB decided to defer the effective date of the amendments until such time as it has been finalised) The amendments address the conflict between IFRS 10: Consolidated Financial Statements and IAS 28: Investments in Associates and Joint Ventures in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that a full gain or loss is recognised when a transfer to an associate or joint venture involves a business as defined in IFRS 3: Business Combinations. Any gain or loss resulting from the sale or contribution of assets that does not constitute a business; however, is recognised only to the extent of unrelated investors’ interests in the associate or joint venture. •IFRS 18: Presentation and Disclosure of Financial Statements (effective date – financial periods commencing on/after 1 January 2027) In April 2024, the IASB issued IFRS 18: Presentation and Disclosure of Financial Statements, which replaces IAS 1. IFRS 18 introduces new categories and subtotals in the statement of profit or loss. It also requires disclosure of management-defined performance measures (as defined) and includes new requirements for the location, aggregation and disaggregation of financial information. The impact of IFRS 18 is still in the process of being assessed. More details are provided below: The standard introduces categories and defined subtotals in the statement of comprehensive income to provide more relevant information and improve comparability between entities. IFRS 18 will require the Group’s statement of comprehensive income to be classified into the following categories: operating, investing, financing, income tax and discontinued operations. The standard also introduces disclosures relating to management-defined performance measures (MPMs) in the notes to the annual financial statements. MPMs represent subtotals of income and expenses used by management to communicate its view of an aspect of the Group’s performance. MPMs will be disclosed in a single note explaining why management believes the measures provide useful information and how it is calculated. The note will also include reconciliations to the most directly comparable IFRS-defined subtotal or total, including the effects of tax and non-controlling interests where applicable. At this stage, the Group does not intend to adopt the standard before its effective date.
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CONSOLIDATED 105 17. New accounting standards and interpretations (continued) Published standards, amendments and interpretations not yet effective and not early adopted: (continued) •IFRS 19: Subsidiaries without Public Accountability (Disclosures) (effective date – financial periods commencing on/after 1 January 2027) In May 2024, the IASB issued IFRS 19: Subsidiaries without Public Accountability (Disclosures), which allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS Accounting Standards. Unless otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure requirements in other IFRS Accounting Standards. An entity applying IFRS 19 is required to disclose that fact as part of its general IFRS Accounting Standards compliance statement. IFRS 19 requires an entity whose financial statements comply with IFRS Accounting Standards including IFRS 19 to make an explicit and unreserved statement of such compliance. •Amendment to IFRS 9: Financial Instruments and IFRS 7: Financial Instruments (Disclosures) (Classification and Measurement of Financial Instruments) (effective date – financial periods commencing on/after 1 January 2026) In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7), which: −Clarifies that a financial liability is derecognised on the ‘settlement date’, i.e., when the related obligation is discharged, cancelled, expires or the liability otherwise qualifies for derecognition. It also introduces an accounting policy option to derecognise financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met. Clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features. −Clarifies the treatment of non-recourse assets and contractually linked instruments. −Requires additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income •Amendment to IFRS 9: Financial Instruments and IFRS 7: Financial Instruments (Disclosures) (Contracts Referencing Nature- dependent Electricity) (effective date – financial periods commencing on/after 1 January 2026) In December 2024, the IASB issued Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7). The amendments include: −Clarify the application of the ‘own-use’ requirements for in-scope contracts. Under the amendments, the sale of unused nature-dependent electricity will be in accordance with an entity’s expected purchase or usage requirements, if specified criteria are met. −Amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts. The amendments will allow an entity to designate a variable nominal volume of forecast electricity transactions as a hedged item, if specified criteria are met. −Add new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. IFRS 7 has been amended to require specific disclosures relating to contracts that have been excluded from the scope of IFRS 9 as a result of the amendments. •Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7: Annual Improvements to IFRS Accounting Standards Volume 11 (effective date – financial periods commencing on/after 1 January 2026) The following is a summary of the amendments from the Annual Improvements to IFRS Accounting Standards—Volume 11: −IFRS 1: First-time Adoption of International Financial Reporting: Paragraphs B5 and B6 of IFRS 1 have been amended to include cross references to the qualifying criteria for hedge accounting in paragraph 6.4.1(a), (b) and (c) of IFRS 9. These amendments are intended to address potential confusion arising from an inconsistency between the wording in IFRS 1 and the requirements for hedge accounting in IFRS 9. −IFRS 7: Financial Instruments – Disclosures: The amendments update the language on unobservable inputs in paragraph B38 of IFRS 7 and include a cross-reference to paragraphs 72 and 73 of IFRS 13: Fair Value Measurement.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 106 2026 17. New accounting standards and interpretations (continued) Published standards, amendments and interpretations not yet effective and not early adopted: (continued) •Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7: Annual Improvements to IFRS Accounting Standards Volume 11 (continued) Guidance on implementing IFRS 7: Financial Instruments: The amendments to paragraph IG1 of the Guidance on implementing IFRS 7 clarify that the guidance does not necessarily illustrate all the requirements in the referenced paragraphs of IFRS 7, nor does it create additional requirements. Paragraph IG14 of the Guidance on implementing IFRS 7 has been amended mainly to make the wording consistent with the requirements in paragraph 28 of IFRS 7 and with the concepts and terminology used in IFRS 9 and IFRS 13. Paragraph IG20B of the Guidance on implementing IFRS 7 has been amended to simplify the explanation of which aspects of the IFRS Accounting Standards requirements are not illustrated in the example. −IFRS 9: Financial Instruments: paragraph 2.1 of IFRS 9 has been amended to clarify that, when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply paragraph 3.3.3 and recognise any resulting gain or loss in profit or loss. However, the amendment does not address how a lessee distinguishes between a lease modification as defined in IFRS 16 and an extinguishment of a lease liability in accordance with IFRS 9. Paragraph 5.1.3 of IFRS 9 has been amended to replace the reference to 'transaction price as defined by IFRS 15: Revenue from Contracts with Customers' with 'the amount determined by applying IFRS 15'. The use of the term 'transaction price' in relation to IFRS 15 was potentially confusing and so it has been removed. The term was also deleted from Appendix A of IFRS 9. −IFRS 10: Consolidated Financial Statements: paragraph B74 of IFRS 10 has been amended to clarify that the relationship described in paragraph B74 is just one example of various relationships that might exist between the investor and other parties acting as de facto agents of the investor. The amendments are intended to remove the inconsistency with the requirement in paragraph B73 for an entity to use judgement to determine whether other parties are acting as de facto agents. −IAS 7: Statement of Cash Flows: paragraph 37 of IAS 7 has been amended to replace the term 'cost method' with 'at cost', following the prior deletion of the definition of 'cost method'. •Amendments to the Fair Value Option for Investments in Associates and Joint Ventures in IAS 28. (effective date – implement concurrently with the implementation of IFRS 18) In June 2026, the IASB issued amendments to IAS 28 clarifying when eligible entities may apply the fair value option for investments in associates and joint ventures. On initial application of IFRS 18, qualifying entities may reconsider and change their measurement election from the equity method to fair value through profit or loss in accordance with IFRS 9. The amendments are applied upon first adoption of IFRS 18 and may increase the number of entities eligible to apply the exemption. •IFRS 20: Regulatory Assets and Regulatory Liabilities (effective date – financial periods commencing on/after 1 January 2029) On 27 May 2026, the IASB issued IFRS 20: Regulatory Assets and Regulatory Liabilities. IFRS 20 sets out the requirements for the recognition, measurement, presentation and disclosure of regulatory assets, regulatory liabilities, regulatory income and regulatory expense. IFRS 20 introduces requirements that will result in information that supplements the information an entity already provides by applying IFRS Accounting Standards, such as IFRS 15. Such information enables users of financial statements to understand the total allowed compensation for regulatory goods or services supplied in each reporting period and the related rights and obligations. Narrow-scope amendments have been made to a number of accounting standards, including IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 3: Business Combinations and IFRS 18: Presentation and Disclosure in Financial Statements.
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CONSOLIDATED 107 17. New accounting standards and interpretations (continued) Published standards, amendments and interpretations not yet effective and not early adopted: (continued) •Disclosures about Uncertainties in the Financial Statements Entities are entitled to sufficient time to implement any changes as a result of the illustrative examples. In November 2025 the IASB issued Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37: Disclosures about Uncertainties in the Financial Statements (the examples), which added illustrative examples to several IFRS Accounting Standards. The examples are intended to improve the reporting of climate-related and other uncertainties in the financial statements, particularly to address stakeholders’ concerns about consistency of information within the general-purpose financial reports and sufficient information on climate-related risks and other uncertainties in the financial statements. The examples illustrate existing requirements in IFRS Accounting Standards. They do not add to, or change, existing requirements. The topics addressed in the examples include the following topics: −Materiality judgements −Assumptions: specific requirements about impairment testing −Assumptions: general requirements −Credit risk −Decommissioning and site restoration provisions −Disclosure of disaggregated information in the notes
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 108 2026 Statement of ––– Financial Position ––– at 30 June 2026 30 June 30 June R million Notes 2026 2025 Assets Non-current assets Investments – Subsidiaries 2 10 870 10 870 – Equity accounted investment 3 14 224 14 224 – At fair value through other comprehensive income (FVOCI) 4 13 543 17 940 Intergroup debt 5 27 706 22 235 66 343 65 269 Current assets 1 1 Taxation paid in advance – 1 Trade and other receivables 1 – Total assets 66 344 65 270 Equity and liabilities Stated capital 6 13 416 13 416 Fair value reserve 2 680 2 391 Retained earnings 47 917 46 384 Shareholders’ equity 64 013 62 191 Non-current liability Deferred taxation 9 2 302 3 057 Current liabilities 29 22 Trade and other payables 5, 7 28 22 Taxation 1 – Total equity and liabilities 66 344 65 270 ––– Income Statement ––– for the year ended 30 June 2026 30 June 30 June R million Notes 2026 2025 Dividend revenue 2 643 1 703 Guarantee fee income – 40 Hedge instrument expense – (10) Other net operating expenses 8 (43) (42) Net profit for the year 2 600 1 691
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THE COMPANY 109 Statement of ––– Comprehensive Income ––– for the year ended 30 June 2026 30 June 30 June R million 2026 2025 Net profit for the year 2 600 1 691 Other comprehensive income, net of tax 3 177 3 629 Items that may be reclassified subsequently to the income statement: Fair value adjustment for the year – 250 Deferred taxation on fair value adjustment – (67) Items that will not be reclassified to the income statement: Fair value adjustments for the year 3 899 4 155 Deferred taxation on fair value adjustments 755 (282) Capital gains taxation on disposal of FVOCI investment (1 477) (427) Total comprehensive income for the year 5 777 5 320 Statement of ––– Changes in Equity ––– for the year ended 30 June 2026 Fair value Stated Fair value hedge Retained R million capital reserve reserve earnings Total Balances at 1 July 2024 13 416 (340) (243) 45 629 58 462 Total comprehensive income for the year – 3 446 183 1 691 5 320 Transfer of realised reserves of FVOCI investments to retained earnings – (715) 60 655 – Dividends paid – – – (1 591) (1 591) Balances at 30 June 2025 13 416 2 391 – 46 384 62 191 Total comprehensive income for the year – 3 177 – 2 600 5 777 Transfer of realised reserves of FVOCI investments to retained earnings – (2 888) – 2 888 – Dividends paid – – – (3 529) (3 529) Dividend in specie (Unbundling of eMedia Holdings) – – – (426) (426) Balances at 30 June 2026 13 416 2 680 – 47 917 64 013
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 110 2026 Statement of ––– Cash Flows ––– for the year ended 30 June 2026 30 June 30 June R million Notes 2026 2025 Cash flows – operating activities Net profit before taxation 2 600 1 691 Adjustments 10 (2 643) (1 743) Operating loss before working capital changes (43) (52) Working capital changes 10 6 (5) Cash generated/(utilised) by operations (37) (57) Dividends received 2 049 1 703 Dividends paid (3 529) (1 591) Taxation paid 10 (1 475) (427) Cash inflow/(outflow) from operating activities (2 992) (372) Cash flows – investing activities Proceeds on disposal of investments 8 463 2 506 Increase in intergroup debt (11 421) (4 789) Decrease in intergroup debt 5 950 2 655 Cash inflow/(outflow) from investing activities 2 992 372 Net increase/(decrease) in cash and cash equivalents – – Cash and cash equivalents at the beginning of the year – – Cash and cash equivalents at the end of the year(1) – – (1) Cash and cash equivalents at year-end is less than R1 million.
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THE COMPANY 111 Notes to the –– Annual Financial Statements –– for the year ended 30 June 2026 1. Accounting policies The Annual Financial Statements are prepared on the historical cost basis, unless otherwise indicated, in accordance with IFRS Accounting Standards, the requirements of the Companies Act (No. 71 of 2008), as amended and the Listings Requirements of the JSE. The accounting policies are consistent with those of the previous year. Refer to note 1 of the consolidated Annual Financial Statements for detailed accounting policies. (I) Dividend revenue Remgro is an investment holding company. Dividends are received in the ordinary course of business and thus constitute revenue. 2. Investments – subsidiaries 30 June 30 June R million 2026 2025 Unlisted shares – at cost 40 279 40 279 Less: Provision for impairment (29 409) (29 409) 10 870 10 870 The provision for impairment recognised during the prior financial years relates to the investment in Remgro Healthcare Holdings Proprietary Limited (RHH). RHH and its subsidiaries are shareholders in Mediclinic, thus the recoverable amount of the investment in RHH is derived from Remgro’s Mediclinic internal valuation. The previous impairments were recognised as a result of changes in Mediclinic’s Swiss business environment that impacted its profitability. During the 2026 financial year, Mediclinic further impaired assets in its Switzerland business, as well as on the date the Hirslanden business was classified as a discontinued operation. The performance of Mediclinic’s Middle East and Southern African divisions remains consistent. The Mediclinic value in use has decreased in the current year. Accordingly, consistent with prior years, as there has not been a significant increase in the cash flow generation capacity or service potential of the business, a reversal of the impairment continues to be inappropriate at 30 June 2026. 30 June 30 June Percentage interest held in unlisted shares (%) 2026 2025 Industrial Partnership Investments Proprietary Limited 100.0 100.0 Partnership in Mining Proprietary Limited 100.0 100.0 Remgro Healthcare Holdings Proprietary Limited 100.0 100.0 Remgro International Holdings Proprietary Limited 100.0 100.0 Remgro Investment Corporation Proprietary Limited 100.0 100.0 Remgro South Africa Proprietary Limited 100.0 100.0 Remont Proprietary Limited 100.0 100.0 VenFin Proprietary Limited 100.0 100.0 3. Investments – equity accounted Associate 30 June 30 June R million 2026 2025 Listed shares – at cost 14 224 14 224 Market value of listed investment 36 922 36 772 Number of shares held in listed company (million) OUTsurance Group Limited 469 469 The recoverable amount for OUTsurance Group Limited is its listed share price as at 30 June 2026.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 112 2026 4. Investments – FVOCI 30 June 30 June R million 2026 2025 Listed shares 13 543 17 940 The movement between the balance of the FVOCI investment at the beginning and end of the year can be analysed as follows: Beginning of the year 17 940 16 351 Disposals (8 296) (2 566) Fair value adjustments for the year 3 899 4 155 End of the year 13 543 17 940 Market value of listed shares 13 543 17 940 Number of shares held in listed companies (million) Discovery Limited 51 51 FirstRand Limited – 92 5. Intergroup debt 30 June 30 June R million 2026 2025 Owing by subsidiaries Interest-free loans payable on demand, with no intention to recall within 27 706 22 235 the next 12 months. Owing to subsidiaries Included in trade and other payables (7) (2) 27 699 22 233 Intercompany loans receivable are repayable on demand and are interest free. Expected credit losses on these loans are realised based on the counterparty’s ability to settle its debt on the reporting date. In the event that the counterparty has insufficient liquid assets to settle its debt, the Company strategy is to recover the outstanding balance over time, in which case the expected cash flows are discounted at the effective rate of the intercompany loan, i.e. 0%. Consequently, expected credit losses are realised to the extent that the counterparty has insufficient assets to repay its debt. During the year, there were no material expected credit losses. 6. Stated capital The detail of the stated capital is presented in note 7.1 of the consolidated Annual Financial Statements. 7. Trade and other payables 30 June 30 June R million 2026 2025 Subsidiary 7 2 Other 21 20 28 22 8. Other net operating expenses Other net operating expenses are stated after taking into account directors’ emoluments of R5.6 million (2025: R6.5 million). The detail of the remuneration and benefits received by each director of the Company is presented in notes 8 and 9 of the consolidated Annual Financial Statements.
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THE COMPANY 113 9. Taxation 9.1 Deferred taxation Deferred tax liabilities Fair value R million adjustments Total At 1 July 2024 (2 708) (2 708) Accounted for in other comprehensive income (349) (349) At 30 June 2025 (3 057) (3 057) Accounted for in other comprehensive income 755 755 At 30 June 2026 (2 302) (2 302) Deferred taxation on fair value adjustments on FVOCI investments, is provided for at the capital gains tax rate of 21.6% (2025: 21.6%), as it is probable that these investments will be realised over the medium term. The Company has a calculated capital loss of R2 121 million (2025: R2 121 million). The calculated capital loss of R2 121 million (2025: R2 121 million) can be set off against future capital gains, in limited circumstances. 9.2 Tax rate reconciliation 30 June 30 June % 2026 2025 Effective tax rate – – Reduction/(increase) in standard rate as a result of: Non-taxable income 27.4 27.8 Non-deductible expenses (0.4) (0.8) Standard rate 27.0 27.0 9.3 Taxation in statement of comprehensive income 30 June 30 June R million 2026 2025 Current – current year – Capital gains tax 1 477 427
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 114 2026 10. Cash flow information 30 June 30 June R million 2026 2025 Adjustments Dividends received (2 049) (1 703) Dividends received – in specie (594) – Guarantee fee income – (40) (2 643) (1 743) Decrease/(increase) in working capital Increase/(decrease) in trade and other payables 6 (5) 6 (5) Reconciliation of taxation received/(paid) with the amount disclosed in the income statement Paid in advance/(unpaid) at the beginning of the year 1 1 Paid per other comprehensive income (1 477) (427) (Paid in advance)/unpaid at the end of the year 1 (1) Cash paid (1 475) (427) 11. Related party information Subsidiaries Details of income from and investments in subsidiaries are disclosed in the income statement and note 2, respectively. Key management personnel Only Remgro’s directors and members of the Management Board are key management personnel. Information on directors’ emoluments and their shareholding in the Company appears in notes 8 and 9 to the consolidated Annual Financial Statements as well as on page 123. Shareholders A detailed analysis of shareholders (unaudited) appears on pages 121 and 122. 30 June 30 June Related party transactions (R million) 2026 2025 Transactions of Remgro Limited with: Principal shareholder Dividends paid (84) (36) Dividends received – in specie 594 – Equity accounted investments Dividends received 1 564 1 135 Balances due by/(owed to) related parties: Subsidiaries 27 706 22 233 No security is given for any outstanding balances. No provisions for bad debts against outstanding balances with related parties have been made.
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THE COMPANY 115 12. Financial instruments The Company has the following exposure to financial risks resulting from the use of financial instruments: 12.1 Credit risk Credit risk is the risk of financial loss should a counterparty fail to meet its contractual obligations and arises from credit exposure from outstanding loans and debtors. The risk in terms of outstanding loans and debtors is limited as it consists primarily of intergroup debt. The carrying value of debtors does not include impairments. Cash and cash equivalents are only invested with financial institutions with good credit ratings. 12.2 Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Cash resources are managed centrally by the Group’s treasury division and flexibility in funding is ensured through the availability of guaranteed credit lines. The Company’s liabilities consist of trade and other payables. The risks pertaining to the outstanding trade and other payables are also low due to the size of the amount involved. The Company has provided letters of support to various subsidiaries to confirm the Company will ensure those subsidiaries perform all their obligations in the conduct of their business for as long as they remain subsidiaries of the Company. The Company does not expect to be required to perform under these letters of support. The following schedule indicates the repayment terms of outstanding debt: Non-discounted cash flow Carrying Contractual 0 to 12 5 years and Financial liabilities (R million) value cash flow months 1 to 5 years longer 30 June 2026 Trade and other payables 28 28 28 – – 28 28 28 – – 30 June 2025 Trade and other payables 22 22 22 – – 22 22 22 – – 12.3 Market risk Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and market prices of equity instruments will affect the Company’s income. Foreign exchange risk The Company has no transactions in foreign currency and as such is not exposed to any foreign currency risk. Interest rate risk The Company has no exposure to interest rate risk at 30 June 2026. Price risk The Company is exposed to price risk due to its investments held and classified as FVOCI investments. The market price of these investments is monitored on a continuous basis by management. The impact on equity of a 5% change in the market price of the FVOCI investments on the reporting date, amounts to R531 million (2025: R703 million).
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 116 2026 12. Financial instruments (continued) 12.4 Fair value At 30 June 2026 and 30 June 2025, the fair value of financial assets and liabilities disclosed in the statement of financial position approximates their carrying value. Financial instruments measured at fair value are disclosed by level of the following fair value hierarchy: •Level 1 Unadjusted listed prices in an active market for identical assets or liabilities; or •Level 2 Inputs, other than listed prices, that are directly or indirectly observable; or •Level 3 Inputs that are not based on observable market data. The fair value of listed shares that are classified as at fair value through other comprehensive income is determined from listed share prices in an active market and included in level 1. 12.5 Capital management There are no limitations on the borrowing powers of the Company in respect of loans and guaranteed debts. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue shares or repurchase shares from shareholders.
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117 Independent Auditor’s ––– Assurance Report ––– to the directors of Remgro Limited Report on the compilation of the pro forma financial information included in the Remgro Limited Annual Financial Statements for the year ended 30 June 2026 We have completed our assurance engagement to report on the compilation of pro forma financial information of Remgro Limited and its subsidiaries (collectively the Group), by the directors. The pro forma financial information, as set out in the Remgro Limited Group Annual Financial Statements 2026, consists of the “free cash flow at the centre” and “adjusted free cash flow at the centre”, (collectively the “pro forma financial information”). 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 pages 119 to 120 of the Remgro Limited Group Annual Financial Statements 2026. The pro forma financial information has been compiled by the directors to illustrate the evaluation of Remgro’s own operating cash flow generation “at the centre”. As part of this process, information about the Group’s cash flows has been extracted by the directors from the Remgro Limited Group Annual Financial Statements 2026, on which an auditor’s report was issued on 18 September 2026. Directors’ Responsibility for the pro forma financial information The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in the pro forma financial information on pages 119 to 120 of the Remgro Limited Group Annual Financial Statements 2026. Our Independence and Quality Control 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 (ISQM 1), Quality Management for Firms that Perform Audits or Reviews of Financial Statements, and Other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management, including documented policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Auditors’ 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 specified in the JSE Listings Requirements and described in the pro forma financial information on pages 119 to 120 of the Remgro Limited Group Annual Financial Statements 2026, 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, which is applicable to an engagement of this nature, issued by the International Auditing and Assurance Standards Board. This standard requires that we comply with ethical requirements and 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 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 the pro forma financial information included in the Remgro Limited Group Annual Financial Statements 2026, is to illustrate how the unadjusted financial information of the entity has been impacted by the adjustments as described in the basis of preparation. Accordingly, we do not provide any assurance that the actual outcome of the adjustments made would have been as presented.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 118 2026 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 provides a reasonable basis for presenting the significant effects directly attributable to the adjustments made, 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. Our procedures selected depend on our judgment, having regard to our understanding of the nature of the Group, and the adjustments made 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 in the JSE Listings Requirements and described in the pro forma financial information on pages 119 to 120 of the Remgro Limited Group Annual Financial Statements 2026. Ernst & Young Inc. Per: Malcolm Rapson Chartered Accountant (SA) Registered Auditor Director 3rd Floor, Waterway House 3 Dock Road V&A Waterfront Cape Town 8001 18 September 2026
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119 Pro forma financial information Free cash flow at the centre (FCFC) Reported results represent the Group’s overall consolidated performance and have been presented in accordance with IFRS. As an investment holding company, traditional measurements of operating cash flow generation, such as the “cash available from operating activities” in the consolidated statement of cash flows, require supplementation to evaluate Remgro’s own operating cash flow generation “at the centre”. Therefore, management uses the metrics FCFC and adjusted FCFC, which inter alia replaces the cash available from the operating activities of the separately operated subsidiaries with these companies’ dividends paid to Remgro, to evaluate the operating cash flow generation of Remgro “at the centre” on a continuous basis. Remgro’s FCFC represents: •Dividends received from separately operated subsidiaries, of which the main subsidiaries are RCL Foods, Rainbow, Siqalo Foods, Wispeco and Capevin; •Dividends received from equity accounted investees, e.g. Mediclinic, OUTsurance Group, CIVH, Heineken Beverages, Air Products and TotalEnergies; •Dividends received from investees not classified as separately operated subsidiaries and equity accounted investees, e.g. Discovery and FirstRand; •Interest received, fees received and other income, e.g. royalty fees and property income; •Net corporate costs, including remuneration and other benefits to employees, and other expenses, e.g. CSI spend and property expenses; and •Interest paid (if applicable) and taxation paid (excluding capital gains tax (CGT)). Remgro’s adjusted FCFC represents the FCFC adjusted to exclude special dividends received from investees due to corporate actions in these underlying investees. Remgro's FCFC and adjusted FCFC constitute pro forma financial information as contemplated in the JSE Listings Requirements. The measures have been prepared for illustrative purposes only and, because of their nature, may not fairly present Remgro's consolidated cash flows. The pro forma financial information has been prepared to provide users with additional information used by Remgro to assess the operating cash flow generation at investment holding company level or “at the centre”. Remgro’s FCFC represents the reported consolidated cash available from operating activities after adjusting for the following items: •Replacing the cash available from the operating activities of the separately operated subsidiaries with these subsidiaries’ dividends paid to Remgro; •Excluding the actual CGT paid in respect of corporate actions, such as investments sold, as these relate more to the investment activity and are non-recurring; •Excluding significant corporate asset deposits, which are accounted for in cash generated from operations due to its nature as a deposit; •Reallocate the FirstRand zero cost collar expense from cash generated from operations to dividends received; and •Allocating actual lease payments from financing activities to operating activities.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 120 2026 FCFC and adjusted FCFC reconciliation Cash Cash available generated from from Interest Taxation Dividends Finance operating R million operations received paid received costs activities 30 June 2026 Unadjusted results – refer to consolidated statement of cash flows 4 379 1 109 (2 451) 6 995 (344) 9 688 Less: Cash flows of separately operated subsidiaries (4 798) (348) 594 (33) 344 (4 241) Plus: Dividends received from separately operated subsidiaries – – – 948 – 948 Operating cash flow activities at the centre (419) 761 (1 857) 7 910 – 6 395 Add back: Capital gains tax paid at the centre – – 1 676 – – 1 676 Exclude fixed asset deposit payments 237 – – – – 237 Include lease payments (3) – – – – (3) FCFC (185) 761 (181) 7 910 – 8 305 Less: Special dividends received – – – (3 352) – (3 352) Adjusted FCFC (185) 761 (181) 4 558 – 4 953 FCFC per share (Rand) 14.93 Adjusted FCFC per share (Rand) 8.91 30 June 2025 Unadjusted results – refer to consolidated statement of cash flows 4 577 831 (1 355) 3 217 (410) 6 860 Less: Cash flows of separately operated subsidiaries (4 720) (331) 825 (90) 313 (4 003) Plus: Dividends received from separately operated subsidiaries – – – 752 – 752 Operating cash flow activities at the centre (143) 500 (530) 3 879 (97) 3 609 Add back: Capital gains tax paid at the centre – – 433 – – 433 Reallocate FirstRand zero cost collar expense 10 – – (10) – – Include lease payments (3) – – – – (3) FCFC (136) 500 (97) 3 869 (97) 4 039 Less: Special dividends received – – – (188) – (188) Adjusted FCFC (136) 500 (97) 3 681 (97) 3 851 FCFC per share (Rand) 7.27 Adjusted FCFC per share (Rand) 6.93 The unadjusted results have been extracted from the consolidated financial statements of the Group. The adjustments have been derived from the underlying accounting records of the Group. The pro forma financial information has been prepared in terms of the JSE Listings Requirements and The Guide on Pro Forma Financial Information issued by SAICA and is the responsibility of the Board. Such measures may not be comparable with similar measures presented by other companies. It is Remgro’s intention to continue to apply this definition consistently in the future.
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121 Shareholders’ information ––– Statistics at 30 June 2026 ––– 30 June 2026 30 June 2025 Number Number % of shares % of shares Major beneficial shareholders Ordinary shares Public Investment Corporation 15.86 83 915 719 16.04 84 876 994 Other 84.14 445 301 288 83.96 444 340 013 100.00 529 217 007 100.00 529 217 007 B ordinary shares Rupert Beleggings Proprietary Limited 100.00 39 056 987 100.00 39 056 987 Total 568 273 994 568 273 994 No other shareholder held a beneficial interest of more than 5% in the ordinary shares of the Company on 30 June 2026. Each ordinary share has one vote and each B ordinary share has 10 votes. 30 June 30 June 30 June 30 June 2026 2025 2024 2023 Distribution of shareholders Ordinary shares Public shareholders 48 380 47 232 47 088 48 499 99.92 500 554 827 94.58 99.92 499 636 866 94.41 99.92 497 558 709 94.02 99.93 501 648 454 94.79 37 37 38 36 0.08 28 662 180 5.42 0.08 29 580 141 5.59 0.08 31 658 298 5.98 0.07 27 568 553 5.21 Percentage of shareholders Number of shares Percentage of shares issued Non-public shareholders Directors (including major subsidiaries’ directors) and their associates/Share Trust/Treasury shares/Prescribed officers/associates of Remgro and/or its major subsidiaries Percentage of shareholders Number of shares Percentage of shares issued Number of shareholders 48 417 47 269 47 126 48 535 30 June 30 June 30 June 30 June 2026 2025 2024 2023 Number of shares in issue – Ordinary shares of no par value 529 217 007 529 217 007 529 217 007 529 217 007 – Unlisted B ordinary shares of no par value 39 056 987 39 056 987 39 056 987 39 056 987 Total number of shares in issue 568 273 994 568 273 994 568 273 994 568 273 994 Number of shares held in treasury Ordinary shares repurchased and held in treasury (11 548 309) (12 409 667) (13 350 149) (9 646 270) 556 725 685 555 864 327 554 923 845 558 627 724 Weighted number of shares 556 163 938 555 469 095 554 726 814 562 745 046
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 122 2026 Additional information Institutional and private shareholding in Remgro Limited ordinary shares Foreign and local shareholding in Remgro Limited ordinary shares 2026 2025 18% 82% InstitutionalPrivate 20% 80% 2026 2025 22% 78% South AfricaForeign 20% 80%
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123 Interests of the directors in the issued capital of the Company Ordinary shares Direct Indirect Directors beneficial beneficial Associates Total 30 June 2026 S E N De Bruyn 2 067 – – 2 067 J J Durand 65 729 849 376 1 650 916 755 M Lubbe 83 498 – – 83 498 J Malherbe – 27 391 2 934 30 325 P J Moleketi 1 243 – 19 718 20 961 P J Neethling – – 7 898 806 7 898 806 K S Rantloane 57 – – 57 K C Ramon 2 271 4 950 – 7 221 J P Rupert(1) – – 7 553 865 7 553 865 C P F Vosloo 200 000 – – 200 000 N J Williams 120 449 – 66 000 186 449 475 314 881 717 15 542 973 16 900 004 (1) Messrs J P Rupert and A E Rupert are both directors of an associate that holds 7 551 005 ordinary shares in Remgro Limited. Directors Direct beneficial Indirect beneficial Associates Total 30 June 2025 S E N De Bruyn 2 067 – – 2 067 J J Durand(1) 65 729 849 376 1 650 916 755 M Lubbe 63 096 – – 63 096 N P Mageza 4 000 296 – 4 296 J Malherbe – 27 391 2 934 30 325 P J Moleketi 1 243 – 19 718 20 961 P J Neethling – – 7 898 806 7 898 806 K S Rantloane 57 – – 57 F Robertson – 5 500 – 5 500 J P Rupert(2) – – 7 553 865 7 553 865 C P F Vosloo 200 000 – – 200 000 N J Williams 100 000 – 66 000 166 000 436 192 882 563 15 542 973 16 861 728 (1) Of Mr J J Durand’s shareholding, 363 450 shares have been pledged as collateral for an overdraft facility at a financial institution. (2) Messrs J P Rupert and A E Rupert are both directors of an associate that holds 7 551 005 ordinary shares in Remgro Limited. B ordinary shares Mr J P Rupert is a director of Rupert Beleggings Proprietary Limited which owns all the issued unlisted B ordinary shares. Since the end of the financial year to the date of this report the interests of the directors remained unchanged.
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Remgro Limited ANNUAL FINANCIAL STATEMENTS 124 2026 DRAFT