CLICKS GROUP LIMITED — Remuneration Information 2025

Nov 21, 2025

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Clicks Group remuneration report 2025

The Clicks Group's remuneration philosophy and strategy are aimed at driving an ethical, high-performance culture that creates sustainable long-term value for shareholders. The remuneration policy is designed to attract, motivate, reward and retain competent, talented employees to deliver sustained business growth in an ethical manner. The policy sets out clear guidelines to develop relevant, timely, market-related total reward practices aimed at achieving the group's business objectives.

About this report

This report provides an overview of the remuneration framework for Clicks Group employees and details how the policy and practices were implemented in the reporting period to align with shareholder value creation. The remuneration paid to executive and non-executive directors for the 2025 financial year is detailed on pages 18 and 19.

This report aims to enable investors to make informed decisions when voting on the group's remuneration policy and its implementation. The following remuneration-related resolutions will be tabled for consideration by shareholders at the annual general meeting (AGM) on 29 January 2026:

• 1. An advisory non-binding vote on the group's remuneration policy (set out on pages 6 to 15)
• 1. An advisory non-binding vote on the group's remuneration implementation report (set out on pages 16 to 19)
• 1. Approval of the proposed non-executive directors' fees (refer to page 15 of this report)

The structure of this report includes a background statement, the group's remuneration policy and implementation report.

It is informed by regulatory requirements, standards and guidance which include:

• Companies Act, No. 71 of 2008 as amended
• JSE Listings Requirements
• King IV Code of Governance for South Africa (King IV)

The group seeks to continually enhance the quality of its remuneration disclosures and reporting and welcomes feedback from stakeholders on this report. Feedback should be directed to the company secretary at companysecretary@clicksgroup.co.za.

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Background statement

Dear Shareholders

On behalf of the board, I am pleased to present our remuneration report for the financial year ended 31 August 2025. The report details the review of the remuneration framework undertaken during the year and the consequent enhancements to our remuneration policy as well as the remuneration outcomes for the 2025 financial year and planned focus areas for the 2026 financial year.

Introduction

The Clicks Group value proposition sets us apart in a challenging operating environment, highlighting the resilience of the group's business model. The group continued to deliver sustained performance, adapt to changing market dynamics and gain market share as it expands its store and pharmacy network. We have continued to thrive as a business and reinforced our social licence to operate in the way we conduct our business and relate to our stakeholders.

The group's objective is to create an inclusive and transformed organisation with a strong talent pipeline to support long-term business growth and ensure a continued competitive advantage. Attracting, engaging, developing and retaining the valuable talent that we need to achieve our strategic goals is critical to our continued success.

The group's employee value proposition supports this objective through a holistic approach to reward by promoting fair and responsible remuneration practices and enhanced employee well-being through our employee wellness, employee development, and organisational diversity and inclusion initiatives.

The group has achieved this through the following initiatives:

• providing life assurance cover up to the value of six times an employee's annual guaranteed pay, which is twice the market average for the sector;
• providing medical aid or primary health insurance to all employees;
• implementing policies and training to remain current with developing health and safety issues, and ensuring safety standards are maintained;
• offering access for all employees and their household dependants to the group employee wellness programme which provides a holistic service that addresses all facets of well-being;

• providing several in-person and online courses to employees which are aligned to its strategic and operational imperatives;

• recognising the importance of diversity in the workplace and that employment equity (EE) is a business imperative. The group has a three-year transformation roadmap and a five-year EE plan. Its commitment to diversity and inclusion is reflected by the group's verified BBBEE level 3 rating and diverse board composition; and

• engaging independent external reward practitioners to benchmark the remuneration framework against a defined peer group to ensure that the group's remuneration policy and practices are responsible, fair and competitive.

Business performance

Clicks Group continues to deliver on its strategy and its business model remains resilient, supported by strong management. The group's remuneration philosophy and strategy, which encourages individual and team performance, is continually reviewed and adjusted to promote the achievement of the group's strategic objectives. This is borne out in the group's continued success as highlighted in the chief executive officer's (CEO) and chief financial officer's (CFO) reports on pages 35 and 39 in the integrated report.

The alignment between remuneration and business outcomes is highlighted below:

• Turnover increased by 5.3% to R47.8 billion
• Retail sales grew by 6.0%
• Increase of 14.1% in diluted headline earnings per share (dHEPS)
• Dividend increased by 14.2% to 886 cents per share
• Return on equity at 49.2% is within the medium-term target range of 40% to 50%
• Returned R2.7 billion to shareholders in dividends and share buybacks
• The group achieved all its medium-term financial targets

The group's outperformance over both the shorter and longer term provides assurance that the remuneration policies and the implementation thereof are fit for purpose, enabling the group to attract and retain the talent needed to support the sustained growth of the group.

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Remuneration governance

The remuneration committee (the committee), operating under the authority delegated by the board, is responsible for overseeing the establishment and maintenance of the group's remuneration policy, policy outcomes and pay practices. The committee assists the board in ensuring the group has a competitive remuneration policy and governance framework which are aligned with the group's strategic and organisational performance objectives.

Remuneration committee composition

In line with the recommendations of King IV, the committee comprises only independent non-executive directors, namely Sango Ntsaluba (chair), Richard Inskip and Christine Ramon. No member of the committee has a tenure exceeding four years. The CEO attends committee meetings by invitation but is recused from discussions that relate to her own performance appraisal and remuneration. The committee meeting attendance is included on page 33 of the integrated annual report.

Remuneration committee mandate

The primary responsibilities of the committee include:

• ensuring the remuneration policy is aligned to and promotes the achievement of the group's strategic objectives and encourages individual and team performance;
• ensuring the market competitiveness of the group's total remuneration offering to support the attraction, motivation and retention of scarce and critical talent and skills;
• ensuring the critical elements of the remuneration policy, including annual guaranteed pay, scarce skills premiums, and benefits and incentives are appropriately benchmarked to ensure the group is competitive in the employment market;
• ensuring fair and responsible remuneration across the dimensions of race, gender and skill pools in support of the group's transformation imperatives;
• ensuring all benefits, including retirement benefits and other financial arrangements, are justified and correctly valued;
• reviewing and approving the performance evaluation of the CEO, all her direct reports as well as the company secretary and head of internal audit, against agreed deliverables;
• reviewing incentive schemes to ensure alignment to shareholder value creation and that the schemes are administered in terms of the rules; and
• reviewing the remuneration of non-executive directors and recommending their fees to be approved at the AGM.

The committee addressed the following key issues during the year:

• Comprehensively reviewed the group's benchmarking outcomes against the comparative peer group, the group financial performance and the inflation outlook. The benchmarking was undertaken by independent, external remuneration valuators and included benchmarking on guaranteed annual pay, the market premiums for scarce and critical skills, and the short-term and long-term incentive schemes.
• The resignation of Vikash Singh (managing executive: Total Health & Beauty) activated the group's talent succession plan and drove a structural optimisation that resulted in the group executive committee being strengthened to seven members. The group executive now comprises the following direct reports under CEO Bertina Engelbrecht: Gordon Traill (CFO), Bongiwe Ntuli (managing executive: Clicks Retailers), Bridget Makhura (chief people officer), Dhevan Pillay (managing executive: Retail Business Development), Gwarega Mangozhe (managing executive: Africa) and Trevor McCoy (managing executive: UPD). These changes enhance leadership capability, succession planning, diversity and inclusion, and further align the group with its strategic priorities.
• The committee reviewed the group's talent development, succession and retention programmes to ensure that the group has appropriate resources to execute its strategic objectives, especially its store and pharmacy network expansion.
• Reviewed the impact of adequate resourcing insofar as it relates to group risks – in the current year the committee focused on skills needed to manage cybersecurity risks, the expansion of omni-channel capability and the centralisation of shared services functions.
• The succession and talent pipeline at the senior and executive levels: The committee endorsed the appointment of an independent external human capital consultancy firm to assist with the assessment and development of senior and executive leaders in the group.
• Reviewed the current group culture to assess its fit in light of changing employee demographics and work preferences.
• Reviewed the progress of its board refresh programme and the complementary skills set and experience of non-executive directors.

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Remuneration outcomes

Annual fixed remuneration review

The group is cognisant of the rising cost of living and the inflationary pressures on employees. The average overall performance-linked increase for all group employees, effective from 1 September 2025, was 5.4% (2024: 6.4%).

Short-term incentive scheme (STI)

Group performance was assessed against STI targets set for the 2025 financial year.

The actual group performance, comprising a return on net assets (RONA) and trading profit-based measures, resulted in an STI achievement of 164.6% for the total health and beauty business unit, 52.1% for Sorbet (which although part of retail is measured separately) and 104.6% for the group executive committee. While the distribution business unit UPD failed to meet its RONA performance targets, the business nevertheless reported a significantly improved financial and operational performance. It was therefore agreed by the committee, supported by executive management, that a 75% STI performance bonus would be paid as an exception.

Refer to pages 9 and 10 of the remuneration policy and page 17 of the implementation report for further detail.

The STI targets for the 2026 financial year, including the environmental, social and governance (ESG) downward modifiers, were approved. STI targets are considered to be price-sensitive information, and accordingly performance against these targets will be disclosed to shareholders retrospectively in the remuneration report for the 2026 financial year.

Long-term incentive scheme (LTI)

The appreciation units relating to dHEPS performance awarded under the 2022 LTI scheme vested in 2025, with an actual achievement of 12.2% three-year annual compound growth. This resulted in the hurdle for an on-target percentage payout of 100% being met. The amounts due to participants in the LTI scheme are settled in cash. The board approved the amendment of the LTI scheme rules as of 1 September 2021 to incorporate a 15% downward ESG modifier. The amendment affects all LTI participants, whose incentive payment from 2024 will be subject to downward adjustment by up to 15% of the total benefit if the ESG performance modifier metrics are not achieved. Refer to page 12 of the remuneration policy for more information.

The committee reviewed the LTI scheme in the 2025 financial year to ensure that, in its opinion, the scheme remained appropriate in the context of the incentivisation of performance, market practice, King IV, and proxy and shareholder voting guidelines.

Refer to page 10 of the remuneration policy and page 18 of the implementation report for further detail.

Shareholder engagement and voting

At the AGM in January 2025 the group's remuneration policy was passed with 96.28% (2024: 95.10%) shareholder support in the non-binding advisory vote and the implementation report was passed with 95.47% (2024: 93.55%) shareholder support.

Shareholder concerns

In the 2025 financial year no shareholder concerns were raised in relation to the group's remuneration practices and disclosures.

In accordance with current provisions of the Companies Act and the JSE Listings Requirements, should 25% or more of shareholders vote against the remuneration policy and/ or the implementation report at the 2026 AGM, the board will invite dissenting shareholders to engage with the committee to discuss their concerns.

Commitment and alignment to shareholder voting guidelines

We remain committed to presenting the remuneration policy and implementation report in a manner that is transparent and discloses all material facts that are relevant to remuneration, to inform shareholder voting. The group is mindful of the voting policy guidelines published by institutional shareholders and opined that the group's remuneration policies create alignment to shareholder interests as is evident from the group's sustained performance.

External advisers

Members of the committee may access any information to inform their independent judgement on remuneration and related matters, including regulation, compliance, control or conduct.

Specialist consultancy firms are engaged by management to provide market benchmarking data and general reward advisory services. All strategic reward decisions are prepared and guided by our executive management team for approval by the committee. The committee, in its mandate, has the delegated approval authority.

The committee contracts the following service providers and consultancies for independent external advice:

• 21st Century
• Deloitte
• Old Mutual REMChannel
• Korn Ferry

The committee is satisfied with their independence and objectivity.

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2026 and beyond

The committee is committed to acting in the best interests and benefits of our shareholders to ensure any concerns raised are adequately addressed.

During the 2026 financial year the committee will continue to focus on the execution of its mandate according to its terms of reference and will primarily focus on the following key areas:

• retention of key executives and employees in core and critical skill areas;
• further entrenching an inclusive culture in which diversity and inclusion is harnessed for business success;
• continue to take appropriate decisions to ensure the competitiveness of the group's remuneration frameworks;
• review the group's talent development, succession and retention programmes to ensure that the group has appropriate resources to execute its strategic objectives; and
• continuous engagement with shareholders to refine the remuneration policies.

Conclusion

The group's sustained excellence in the four quadrants of the balanced scorecard, namely financial, customer, internal processes, and learning and growth as evidenced by its numerous awards and accolades, increases the pressure on retaining scarce and critical talent. This has heightened the committee's focus on attracting, affiliating and retaining talented individuals. The group's talent development practice has created a strong pipeline of talent who are being prepared for internal succession.

Our remuneration philosophy, strategy and policy framework fuel the delivery of the group's strategic objectives. Our remuneration decisions and implementation outcomes therefore represent a fair outcome in the context of the group's performance, are sustainable and aligned with shareholder and stakeholder interests over the long term.

We will review the impact of our 2026 remuneration outcomes in the context of stakeholder feedback and market activity to identify further opportunities to strengthen our frameworks. I trust that this remuneration report enables shareholders to make an informed vote. I look forward to your support of the group's remuneration proposals.

Sango Ntsaluba

Chairperson Remuneration committee

6 November 2025

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Remuneration policy

The remuneration policy is aligned with King IV and outlines the group's approach to fair, responsible and transparent remuneration practices.

The policy prescribes that the levels of pay and incentives awarded to executive directors are set rationally and impartially, and are free from discrimination, self-interest, prejudice or favouritism.

Remuneration philosophy and approach

The remuneration philosophy strives to attract, motivate and retain high-performing talented individuals required to develop a strong talent pipeline to achieve the group's strategic goals. Pay-for-performance forms the foundation of the remuneration philosophy.

Reward is directly linked to the group's strategy of attaining improved financial and operational performance. The group aims to focus the behaviours and efforts of employees on the sustained performance and growth of the business for the benefit of all stakeholders.

The group's remuneration philosophy is based on the total rewards model which integrates the five key elements that attract, motivate and retain the human capital required to achieve the desired business results.

The total reward strategy drives a high-performance culture that aims to consistently deliver above-average returns to shareholders through employees that are motivated and fully engaged. This is achieved through the following reward principles:

• Market competitiveness
• Internal equity
• Performance
• Competence and experience

The reward principles of fair and responsible remuneration, market competitiveness and pay-for-performance are entrenched in the policy, and strive to achieve the following objectives:

• A policy that is transparent and incorporates a pay framework that clearly differentiates between occupational levels, skill pools and pay grades to facilitate remuneration benchmarking for each job within a skill pool.
• A remuneration mix that includes a combination of monetary and non-monetary rewards for employees in exchange for their time, efforts, talent and performance at an individual, team and company level.
• Monetary rewards that include annual guaranteed pay and variable pay, such as short-term and long-term incentives, that relate to performance against agreed targets, as well as other benefits.
• Non-monetary rewards that range from formal and informal recognition programmes, training and job rotation opportunities and exposure to stimulating work assignments, all of which are designed to motivate, affiliate and retain employees.

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Total rewards framework and components

The total rewards framework provides flexibility to meet the differing needs of our employees. It comprises monetary and non-monetary rewards and is provided to employees in exchange for their time, efforts, talent and results.

Remuneration framework

Annual guaranteed pay

Annual fixed pay based on role and level

Basic salary	Allowances	Benefits
Based on the job grade (size of job determined through the Hay job evaluation), skill pool, nature of the job, market position relative to its defined market, individual performance and contribution, and position in the pay band relative to competence and talent positioning.	Car allowance and other guaranteed allowances.	Retirement fund, group life and disability cover, and medical aid (all based on flexible contribution levels).

Short-term incentive (STI) Long-term incentive (LTI) Discretionary pay items that are contingent upon performance or results achieved at the organisational, team or individual level Cash STI Retail store incentive scheme LTI scheme Group retention scheme Annual cash-based STI bonus based on the achievement of a combination of group, business unit and individual performance. The value of the payout is subject to the application of the ESG modifier rules. Quarterly cash-based incentive paid to retail store staff for the achievement of quarterly store sales targets. Cash-settled LTI based on the contribution to the sustained performance of the group. The value of the payout is subject to the application of the ESG modifier rules. Long-term financial incentive aimed at retaining critical and scarce skills, high-potential and senior black talent.

Remuneration components

A significant portion of executive remuneration is variable and designed to incentivise performance. The STI and LTI are an integral part of the total rewards framework and aim to align employee performance with the interests of shareholders.

To drive sustainable performance and growth, and create sustainable value for shareholders, the following performance metrics are used in the STI and LTI.

The amount of a qualifying employee's incentive allowance is subject to a downward adjustment by up to 15% of the total benefit if the ESG performance metrics are not achieved.

TSR as a measurement has been replaced with ROIC from 1 September 2022. The last tranche of options issued to executives will vest from 2025 through 2027 where the TSR performance measurement applies. This will be measured 60% in 2025, and 20% in 2026 and 2027 respectively.

	Short-term incentive (STI)	Long-term incentive (LTI)
Drive profitable growth
Return on net assets (RONA)	•
Trading profit	•
Create shareholder value
Headline earnings per share (HEPS)		•
Total shareholder return (TSR)		•
Return on invested capital (ROIC)		•
Drive an ESG sustainability agenda which contributes to long-term enterprise value creation
ESG scorecard	•	•

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Below is a detailed breakdown of the key remuneration elements that make up the remuneration package:

Policy applicability guide

The group's key remuneration elements and their applicability are shown below:

	Employee levels
Policy element	Group executives	Senior management	Middle management	Other employees, including unionised employees
Annual guaranteed pay	•	•	•	•
Cash STI	•	•	•	•
				(Except retail store employees)
Retail store incentive				•
				(Only retail store employees)
LTI scheme	•	•
Group retention scheme	•	•	•

Guaranteed remuneration

Annual guaranteed pay
Remuneration element	Description
Annual guaranteed pay • Basic salary • Guaranteed allowances • Benefits	Comprises a basic salary, guaranteed allowances and benefits such as retirement benefits, group life and disability cover, and medical aid with flexible contribution levels. Annual guaranteed pay is determined based on the following factors: • the size of the job, based on the Hay job evaluation methodology; • the skill pool, i.e. scarce and critical skills are defined as pharmacy, buying and planning, finance and IT; • the nature of the job relative to its defined market position, including any market premiums for scarce and critical skills; • individual performance and contribution as assessed during the performance review process; and • individual position in the pay band range relative to competence and talent positioning. The committee reviews the group's overall pay framework annually against defined market benchmarks per job grade, job size or skill pool. Annual salary increases are merit-based, with increases being directly related to each employee's annual performance rating. The annual increase for an employee in the bargaining unit is based on a collective bargaining process.
	All store employees' compensation complies with the Sectoral Determination 9: Wholesale & Retail Sector, South Africa and is above the national minimum wage or statutory requirements in all countries in which the group operates. The minimum rates of pay as determined for the retail industry are either met or exceeded.

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Variable remuneration

Short-term incentive scheme

Remuneration element	Description
Scheme objective	The STI is performance-based and achievement is measured at the group, business unit and team level against agreed targets. Individual performance, measured through the group's annual performance appraisal process, is applied as a modifier and may limit the value of the payment should an employee not meet individual performance targets.
	The purpose of the scheme is to incentivise individual and collective contributions to the group's continued growth and profitability.
	The STI is paid annually, subject to financial performance and may be modified downwards by up to 15% if the ESG targets are not met.
Eligibility	All permanent employees, except retail store employees who participate in a separate retail store incentive scheme.
	in the STI scheme.	All employees are required to achieve a satisfactory performance rating to qualify for full participation
Scheme architecture	A percentage of annual guaranteed pay is paid in cash on the achievement of performance.
Performance metrics	Return on net assets (RONA) Budgeted trading profit*	The group and business unit performance metrics are as follows: * Trading profit adds back STI bonus provision, adds back IFRS 16 lease depreciation and deducts actual lease payments to reflect cash trading profit for STI purposes.
Financial target-setting	Performance		Threshold	Target	Stretch
principles	RONA		95%	100%
	Budgeted trading profit		95%	100%	105%
	The qualification threshold is set at the qualifying employees' measurement level, i.e. the group, business unit, region and store within which a qualifying employee works. Once the threshold is achieved, the qualifying employee is entitled to an incentive payment in accordance with the group's allocation percentages at the employee's grade. Both thresholds are required to be reached, otherwise no STI bonus is payable. Performance exceeding the targeted performance may result in the payment of a higher STI. This is self-funded and only paid if the group exceeds the targeted trading profit. The achievement of targets is reviewed by the remuneration and nomination committee before any incentive payments are made. All agreed performance targets are reviewed by the executive committee and approved by the remuneration committee. The performance targets for the executive committee are subject to approval
	by the remuneration committee.
Allocation percentages	On-target sharing percentage, as a percentage of annual guaranteed package (AGP):
	CEO: 75% of AGP (Capped at 120% of AGP) CFO: 60% of AGP (Capped at 100% of AGP)
Payment quantum	The payment quantum is defined by a threshold, on-target and a maximum payout as indicated below.
	Below threshold	0%
	Target	100%
	Maximum	200%
	Payment is capped at a maximum of two times the qualifying employee's allocation percentage.
	Individual performance is applied as a modifier.

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ESG modifier	The STI scheme rules were amended to incorporate ESG modifiers from the 2023 financial year.
	The amount of a qualifying employee's incentive payment is subject to downward adjustment by up to 15% of the total benefit if any of the following ESG performance modifier metrics are not achieved:
	Modifier
	Composite measure: Maintain leadership positioning on FTSE4Good Index relative to the sub-sector average for drug retailers and the consumer services industry average.	6%
	Environmental measure: The Clicks Group increasing its use of solar renewable energy to at least 4 500 MWh.	3%
	Social measure: Obtain a level 4 BBBEE rating or better, and UPD obtaining a level 2 BBBEE rating or better in terms of the scoring applicable to the road freight industry.	3%
	Governance measure: No material breaches of customer privacy and to a material extent maintaining the security of data.	3%

Long-term incentive scheme

Remuneration element	Description
Scheme objective	The LTI scheme is aimed at aligning executive and senior management remuneration with shareholder interests by rewarding them for the creation of shareholder value. With the replacement of the TSR element from 1 September 2022 with ROIC, the LTI scheme aligns interests by including both an earnings performance metric as well as efficient management of the group's capital. There remains one tranche of options issued to executives where the TSR performance measure applies 60% which vests in 2025, 20% in 2026 and 2027 respectively.
Eligibility	Executives and senior managers
Scheme architecture	1. 40% dHEPS; and 2. 60% ROIC. Element	LTI awards are granted annually to incentivise the sustained performance of the group measured by the increase in dHEPS and the increase in ROIC. The LTI scheme is based on appreciation units and, in the case of ROIC, a percentage of AGP. The LTI has a five-year vesting period. The value of appreciation units is apportioned between the two performance components: The scheme is cash settled.
	Instrument Award mix	HEPS appreciation units The participant has the right to the appreciation in the HEPS appreciation units based on the growth of the group's dHEPS over a five-year period. 40%	ROIC The participant is set a target based on a percentage of their AGP. The participant will receive a payment based on meeting ROIC returns. 60%
	Performance metric	dHEPS	ROIC
	Vesting	60% after three years, 20% after four years and 20% after five years.	Three-year measurement with two-year retention
	Settlement	Cash settled	Cash settled

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Performance measurement

1. Diluted HEPS appreciation units

Measurement

Diluted HEPS compounded growth over a five-year period subject to performance hurdles and ESG modifiers.

Calculation

The base value of the HEPS appreciation units is calculated at the date of allocation as follows: Base value = reported dHEPS x the group's internal price-earnings ratio.

The exercise value is calculated at the end of the vesting period as follows: Exercise value = published dHEPS x the group's internal price-earnings ratio.

The difference between the exercise value and the base value is the amount per dHEPS appreciation unit to be paid out in cash.

The performance hurdle is applied to the cash payout value and moderates the value up or down depending on the dHEPS compounded annual growth rate achieved over the three-year, four-year and five-year performance periods:

Performance hurdle	Existing scheme	Scheme from FY2024	Percentage of LTI payout
Weak	0% or negative growth	Below CPI +2.5% growth	0%
Below target	Up to 7.9% growth	From CPI +2.5% to CPI +4.9% growth	70%
On target	8% to 14.9% growth	From CPI +5% to CPI +7.4% growth	100%
Above target	15% to 19.9% growth	From CPI +7.5% to CPI +9.9% growth	150%
Exceptional	Above 20% growth	Greater than CPI +10% growth	200%

ESG is applied as a downward modifier and may modify the payment downwards by 15% based on the group's performance on the ESG performance scorecard.

2. ROIC

Measurement

ROIC is the trading profit after the effective tax rate for the financial year ending on the expiry date. Invested capital is the equity and reserves of the group plus interest-bearing debt. Both the trading profit and invested capital are adjusted to exclude IFRS 16 but include payments for leases. This is also subject to performance hurdles and ESG modifiers. The participant is allocated a ROIC allocation value based on a percentage of their annual guaranteed pay.

Calculation

The participant's ROIC settlement value is calculated at the expiry date for the first tranche. The ROIC thus calculated is then applied to determine whether any hurdle rate has been met and, if so, which hurdle rate has been met.

The participant's ROIC allocation value is then multiplied by the applicable hurdle rate to determine the total amount payable to the participant.

This valuation only takes place once, at the expiry date of the first three years, however vests 60% after three years, 20% after four years and 20% after five years.

Performance hurdle	ROIC over 36 months from commencement date	% to be applied to the ROIC allocation value
Weak	Below 37.5%	0%
Below target	From 37.5% to 39.9%	70%
On target	From 40% to 44.9%	100%
Above target	From 45% to 47.4%	150%
Exceptional	47.5% and above	200%

ESG is applied as a downward modifier and may modify the payment downwards by 15% based on the group's performance on the ESG performance scorecard.

Allocation ROIC = 60% of AGP x participation multiple

The participation multiples are set for defined levels of management. The committee may amend the participation multiples annually. The participation multiple for the CEO is set at 120% and the participation multiple for the CFO is set at 100%. The allocation multiple is subject to approval by the remuneration committee. For the 2026 allocation, the ROIC participation multiple for the CEO has been set at 134%.

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Termination due to retirement, disability or death

Subject to remuneration committee approval, in the event of the retirement, disability or death of a participant, the settlement amount for outstanding LTI tranches shall be calculated based on the HEPS and ROIC allocation values as at the most recently completed financial year. Such settlement will be subject to a separate cap of a maximum of five times the participant's annual guaranteed pay in relation to HEPS and two times the original value allocated in relation to ROIC.

ESG modifier The LTI scheme rules were amended as of 1 September 2021 to incorporate an ESG modifier, in terms of which the total LTI payment can be adjusted downwards by up to 15% if specified ESG objectives were not met.

Modifier	Weighting
Composite measure: The Clicks Group maintaining its leadership positioning on the FTSE4Good Index relative to the sub-sector average for drug retailers and the consumer services industry average.	6%
Environmental measure: The Clicks Group increasing its use of solar renewable energy to at least 4 500 MWh.	3%
Social measure: Obtain a level 4 BBBEE rating or better, and UPD obtaining a level 2 BBBEE rating or better in terms of the scoring applicable to the road freight industry.	3%
Governance measure: The Clicks Group experiencing no material breaches of customer privacy and data security.	3%

Previous performance measurement (TSR)

TSR appreciation units

The participant has the right to the appreciation in the TSR appreciation units based on the growth of the Clicks Group Limited share price.

Vesting	Five-year measurement vesting 60% in year 3, 20% in years 4 and 5 respectively
Settlement	Cash settled

Measurement

TSR is comprised of appreciation in the share price plus dividends paid and reinvested over a five-year period, subject to performance hurdles and ESG modifiers.

Calculation

The financial incentive received is the appreciation in the Clicks Group Limited share price over the five-year period and is calculated as the difference between the exercise value and the base value.

Base value = 20-day volume weighted average share price (VWAP) at the end of the previous financial year.

Exercise value = 20-day VWAP at the end of the three-year vesting period.

The performance hurdle is applied to units allocated and moderates the number of units up or down depending on the TSR compounded annual growth rate achieved over the three-year performance period:

Performance hurdle (based on three-year CAGR in TSR)	Percentage of LTI payout
Below 9% (weak)	Unit allocation forfeited
Above 9% (on target)	Unit allocation achieved
Above 12% (above target)	Unit allocation increased by 50%
Above 15% (exceptional)	Unit allocation increased by 100%

ESG is applied as a downward modifier and may modify the payment downwards by 15% based on the group's performance on the ESG performance scorecard.

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Pay ranges

Pay ranges are based on prevailing labour market forces which determine the remuneration ranges applicable to each job family. Pay ranges are generally targeted at the median (50th percentile) of the comparable local retail market.

A premium may be applied to annually approved scarce specialist skills such as pharmacists, buyers and planners where this is merited, based on the market benchmarks.

Benchmarking

Annual remuneration surveys are conducted to ensure the group maintains a competitive remuneration position. Pay levels are benchmarked on national and retail market benchmark data. The 2024 benchmarking process and the resultant pay framework was peer-reviewed by an independent reward consultant, 21st Century, who verified the accuracy of the benchmarking process and outcomes, as well as compliance with King IV. A market-related adjustment has been applied to the pay framework for 2025 and verified against survey benchmarks to ensure that the group's pay remains competitive.

A comprehensive market benchmarking exercise is undertaken every three years; the next such exercise will be in 2027.

The group's benchmarking and market information is based on independent surveys, including the Old Mutual REMChannel, Deloitte Top Executive and Korn Ferry surveys.

These benchmarking exercises recognise the complexity of the group's business model and the regulatory environment within which the group operates. The group also participates in a biennial benchmarking exercise to assess work-life integration.

The group actively supports efforts to help employees achieve success at work and home through the provision of work-life integration programmes, and the employee wellness programme which includes support measures that extend beyond the workplace. These programmes encompass workplace flexibility, health and wellness, employee engagement through corporate social investment and culture change initiatives.

Remuneration mix and pay-for-performance link for executive directors

The remuneration mix is reviewed annually and benchmarked every third year at the defined market positioning, which is at the median (50th percentile), of the comparator group for total remuneration, i.e. total remuneration across AGP and short-term and long-term incentives. The retail comparator group comprises the listed retail and top 40 companies on the JSE. The graphs alongside set out the executive directors' potential pay mix at minimum, target and maximum performance, based on their current AGP.

The group's remuneration philosophy and strategy are to reward and incentivise performance and this is borne out in the pay mixes above. This philosophy and strategy are deliberate and have served the group well in driving sustainable performance over the long term as evidenced in the results over the medium and longer term.

Salary increases

Annual salary increases are merit-based, with increases being directly related to each employee's annual performance rating. The range of increase percentages per performance rating is applied consistently across the group, including to the executive directors. The annual increase date for permanent non-bargaining unit employees is 1 September, which is aligned with the start of the group's financial year and budgeting period.

Collective salary increases are negotiated with the representative trade union for the Clicks bargaining unit. Trade union membership comprises 11% of the total group employees (2024: 12%).

Performance

Performance-based reward is applied throughout the group, except for those employees appointed to jobs that fall within the group's bargaining units. The annual performance review process evaluates the level of performance achieved in terms of the agreed performance contract, across both financial and non-financial metrics.

Talent and development

The group recognises that the competence of its human capital is critical in achieving sustainable business growth. We are committed to ensuring that all our employees are enabled to realise their potential and meet their career aspirations.

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Executive service conditions

Members of executive management are employed on standard employment contracts. The CEO is subject to a 12-month notice period and the CFO to a six-month period. None of the executive directors is appointed on fixed-term contracts.

The employment contracts do not compel the group to pay severance packages when an executive leaves the group due to underperformance, nor do they provide for guaranteed variable remuneration.

• The pay mix at minimum for the STI is calculated on the threshold of 95% RONA and budgeted trading profit not being achieved. The pay mix at minimum for the LTI is calculated based on the achievement of a below CPI +2.5% growth in dHEPS and a three-year ROIC below 37.5%.
• The pay mix at maximum is calculated at the maximum potential payout on the STI and LTI scheme. The STI is capped at 200% of the on-target sharing percentage, i.e. 120% of AGP for the CEO and 100% of AGP for the CFO. For the 2026 allocation, the ROIC participation multiple for the CEO has been set at 134%. With the change to ROIC the target payout related to ROIC is capped at 200% of AGP. The pay mix at maximum for the LTI is calculated on the achievement of a three-year CAGR of greater than CPI +10% growth.

The pay mix calculated above is based on a 60% payout in year three relating to the LTI. Over a five-year period the pay mix will change as the potential fourth-year and fifth-year payments vest.

Relocation allowances may be paid to executives, but these are linked to a retention period and must be repaid if the executive leaves the group prior to the expiry of the retention period.

The retirement age for executive directors is 63 years.

Executive directors may be contracted in consultancy roles for a limited period following their resignation or retirement from the group to assist in the transition to their successors.

Malus and clawback

The variable incentive schemes are subject to a malus and clawback policy.

The malus and clawback policy gives the group, through its committee, the discretion when a trigger event occurs to either:

• forfeit, reduce or cancel unpaid, unsettled or unvested incentives (also referred to as "malus"); or
• recover settled or paid incentives (also referred to as "clawback").

For the purposes of malus and clawback, a trigger event is defined as:

• a material error in the information on which the quantum of any settlement amount or the extent of achievement of performance conditions was based, or in the quantification of a settlement amount;
• a material corporate failure at the employer company or the Clicks Group;
• serious reputational damage or material loss caused to the Clicks Group by the employee's conduct; or
• a material contravention by the employee of the group's ethics and values.

The committee retains the absolute discretion to invoke malus and clawback in part or in full, on a collective or individual basis, where a trigger event has occurred.

The group has the right to recover the incentive remuneration amount from the participant for three years from the trigger event.

In the case of clawback being applied, the right of recoupment survives the cessation of a participant's employment in such a capacity for three years.

Minimum shareholding requirement

The group has a minimum shareholding requirement (MSR) policy for senior executives.

The purpose of the MSR is to encourage executives to hold Clicks Group shares to create a focus on ownership, reinforce the alignment between executive and shareholder interests, and engender a culture of long-term commitment to the group.

The executives are expected to build up and maintain a targeted qualifying interest in shares in the company, determined as a multiple of their AGP as follows:

• CEO: 300% of AGP • CFO: 150% of AGP

• Group executive members: 100% of AGP

Executives must achieve the targeted minimum shareholding within five years of their appointment or five years from the date of adoption of the MSR policy, whichever is the later. After the five-year period, executives are expected to maintain the MSR. At the end of the financial year, the CEO achieved 105.73% (2024: 103.2%) of the MSR and the CFO achieved 87.77% (2024: 67.8%).

The committee has the discretion to extend the holding period in the event of extenuating circumstances.

If an executive fails to hold the required minimum shareholding by the end of the five-year holding period, the committee will have the discretion to investigate the reasons as to why this may have occurred and determine remedial steps to ensure compliance with the provisions of the MSR policy, as soon as is practicably possible.

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Non-executive directors' fees

The fee structure for non-executive directors is based on a review of several internal, economic and market factors. The group's policy is to pay non-executive director fees within 80% to 120% of the median of a comparator group of JSE-listed retail companies. The median is based on the number of board and board committee meetings held per annum.

The board fee structure is independently benchmarked by a specialist remuneration consultancy every three years. In the intervening years directors' fees are increased in accordance with the group's annual overnight increase.

Non-executive directors receive a meeting fee to attend board committee meetings as non-committee members at the invitation of the board chairman or board committee chairman.

The chair of the board receives a composite fee, without any allowance for membership of any board committee or attendance at any committee meeting as an invitee. Additional fair and reasonable remuneration can be determined to be payable to non-executive directors for extraordinary attendances.

Non-executive directors are reimbursed for travel expenses on official business, where necessary, as well as other direct business-related expenses.

Non-executive directors are not eligible to receive any short-term or long-term incentives.

The fees for the 2026 calendar year are subject to approval by the shareholders at the AGM in January 2026. The board fees are proposed to increase as detailed below.

	2026	2025
Board position	Proposed total fee (R)	Total fee (R)	% change
Board chairman1	2 500 000	2 320 000	7.8%
Board member	547 654	521 575	5.0%
Chair: audit and risk committee	533 974	508 547	5.0%
Member: audit and risk committee	263 232	251 987	4.5%
Chair: remuneration committee	261 027	248 597	5.0%
Member: remuneration committee	123 645	117 757	5.0%
Chair: social and ethics committee	186 701	177 810	5.0%
Member: social and ethics committee	87 127	82 978	5.0%
Chair: nomination committee2	–	–	–
Member: nomination committee2	123 645	–	–

¹ The chairman's fee is inclusive of all committees. The number of members (except for the board) does not include the chairman who is an invitee to all board committee meetings.

² The nomination committee will be reconstituted from the 2026 financial year with the board chairman as the chair of the committee. The other members of the nomination committee will comprise the lead independent director and the chair of the social and ethics committee.

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Implementation report

This report summarises the outcomes of implementing the remuneration policy as approved by the committee for the 2025 financial year.

Annual salary increases

In reviewing increases, the committee is acutely aware of inflationary pressures and how they are impacting the cost of living and the labour market, and the group aims to pay competitively and differentiate based on individual performance.

The average performance-linked increase effective from 1 September 2025 is 5.4% (2024: 6.4%).

The annual guaranteed pay of the executive directors is determined by the committee within the group's pay range, after reviewing benchmarks based on the group's comparator group of listed retail companies in South Africa and in relation to the firm's reward philosophy and strategy.

Performance and impact on incentives

The LTI scheme has driven sustained outperformance over the longer term as evidenced in the sustained financial performance of the group over the last ten years. This sustained outperformance is further evidenced in the outperformance of the targets.

The accompanying graphs and table highlight the strong performance of the Clicks Group over the past one, five and ten years.

Medium-term financial targets	Achieved in 2025	Medium-term target
ROE (%)	49.2	40 - 50
ROIC excluding IFRS 16 (%)	47.0	40 - 50
ROIC (%)	30.7	20 - 30
ROA (%)	14.9	11 - 15
Net working capital days	34	30 - 35
Group trading margin (%)	9.8	9.0 - 10.0
Retail	10.5	10.0 - 11.0
Distribution	3.3	2.8 - 3.3
Dividend payout ratio (%)	65	60 - 65

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Clicks Group's dHEPS performance was 12.2% which is within the target range for 100% vesting of the award, and above the minimum required target of 8% three-year CAGR for 100% vesting to occur, as evidenced in the graph above.

Clicks Group's TSR performance was 10.2% which was above the group's minimum required target of 9% three-year CAGR for 100% vesting to occur as evidenced in the graph above.

Annual short-term incentive outcomes

Performance for the group's STI scheme is measured at the group, business unit and team level against the agreed targets set for average monthly RONA and trading profit, as well as on an individual basis.

The table below summarises the group performance for the 2025 financial year.

			2025
		2025	performance
	Target	performance	vs target %
Trading profit1	R4 641.5m	R4 636.7m	99.9%
Average monthly RONA	104.1%	104.6%	100.4%

¹ Trading profit adds back STI bonus provision, adds back IFRS 16 lease depreciation and deducts actual lease payments to reflect cash trading profit for STI purposes.

The committee reviewed and approved the group's and business units' STI achievements which resulted in a total annual cash incentive of R188.1 million (2024: R182.3 million). This includes incentives paid in terms of the retail store incentive scheme where R53.1 million (2024: R53.6 million) was paid to retail store staff for the 2025 financial year.

The Retail business unit had a trading profit target of R3 961 million and a RONA target of 148.1% for the 2025 financial year. They attained 99.2% of the trading profit target and 111.2% of the RONA percentage target. As these were above the 95% threshold, the committee approved the payment of the THB business unit STI. UPD had a trading profit target of R629 million and a RONA target of 38.3% for the 2025 financial year. UPD attained 101.3% of the trading profit target and 89.4% of the RONA target. Accordingly, the business unit did not meet its RONA percentage target, however due to the improved profit performance the committee approved a payment of 75% of the STI as an exception. Sorbet had a trading profit target of R41.2 million and a RONA target of 42.0% for the 2025 financial year. Sorbet attained 103.7% of the trading profit target and 124.2% of the RONA target. As these were above the 95% threshold, the committee approved the payment of the Sorbet business unit STI.

Executive directors are measured against the group's financial performance as well as individual performance. The individual performance of the CEO is assessed by the committee, while the performance of the CFO is evaluated by the CEO and reviewed by the committee.

The table below illustrates the annual incentive payments made to the executive directors based on their individual performance for the 2025 financial year and the overall achievement of company performance.

2025 executive directors' STI outcomes

Director	On target % of AGP	Target AGP	STI 2025 ESG modifier	STI 2025 awarded	STI 2024 awarded	STI awarded vs target STI
Bertina Engelbrecht (CEO)	75%	R8.89m	0	R8.9m	R6.6m	On-target award
Gordon Traill (CFO)	60%	R4.5m	0	R4.5m	R3.4m	On-target award

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Long-term incentives | Outcomes and awards

2025 LTI outcomes – vesting of 2022 award

The vesting of awards given under the LTI plan are conditional on performance being achieved. For the three-year performance period ended 31 August 2025 the group achieved the following:

Metric	Vesting conditions	Vesting % of award associated with conditions	Achievement over three years	Vesting outcome
	0% or less	0% of award
Diluted HEPS	0.1% to 7.9% growth	70% of award
(Compound annual growth	8% to 14.9% growth	100% of award	12.2%	100% of award
rate over three years)	15% to 19.9% growth	150% of award
	Above 20% growth	200% of award
	Below 9%	0% of award
Total shareholder return (TSR) (Compound annual growth rate over three years)	Above 9%	100% of award
	Above 12%	150% of award	10.2%	100% of award
	Above 15%	200% of award

The committee approved the LTI payment of R42.1 million to participants per the rules of the scheme. No adjustments were applied in assessing the vesting targets related to either dHEPS or the TSR targets.

2025 executive directors' LTI outcomes – vesting of 2022 LTI award

	Award value dHEPS units	Award value TSR units
Director	allocated at R100.91 per unit (60%)	allocated at R288.97 per unit (60%)	HEPS units gain per unit	TSR units gain per unit	Vesting outcome % dHEPS	Vesting outcome % TSR	2025 LTI vesting outcome	2024 LTI vesting outcome
Bertina Engelbrecht (CEO)	130 485	50 639	R47.64	R77.35	100%	100%	R10.1 m	R15.6m
Gordon Traill (CFO)	65 308	25 344	R47.64	R77.35	100%	100%	R5.1m	R3.6m

Long-term incentive awards

Based on shareholder feedback and a review of the market, the group incorporated ROIC as an additional performance measure for all awards from 2023 and amended the vesting period to have 60% of awards vest in year three, with 20% vesting in each of years four and five.

Executive director remuneration summary

The table below summarises the total single-figure remuneration paid to executive directors for the 2025 financial year, as recommended by King IV.

2025	Directors' remuneration (R'000)
Director	Salary	Pension fund	Other benefits	Total annual guaranteed pay	Annual short-term incentive	Long-term incentive	Total variable pay	Total
Bertina Engelbrecht (CEO)	11 143	711	–	11 854	8 891	10 133	19 024	30 878
Gordon Traill (CFO)	6 627	873	–	7 500	4 500	5 072	9 572	17 072

Total 17 770 1 584 – 19 354 13 391 15 205 28 596 47 950

2024	Directors' remuneration (R'000)
Director	Salary	Pension fund	Other benefits	Total annual guaranteed pay	Annual short-term incentive	Long-term incentive	Total variable pay	Total
Bertina Engelbrecht (CEO)	10 223	653	–	10 876	6 573	15 654	22 227	33 103
Gordon Traill (CFO)	5 984	789	–	6 773	3 411	3 594	7 005	13 778
Total	16 207	1 442	–	17 649	9 984	19 248	29 232	46 881

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Directors' participation in the LTI

The table below details the historic performance-linked appreciation unit awards to the executive directors.

	2024 – 2027 Scheme		2023 – 2026 Scheme
Director	HEPS units allocated at R143.22 per unit	ROIC value	HEPS units allocated at R125.34 per unit
Bertina Engelbrecht (CEO)	165 491	14 225 285	173 538	10 875 600
Gordon Traill (CFO)	94 232	7 500 000	97 259	6 095 250

Non-executive directors' fees

		2025 directors' fees		2024 directors' fees
Director	Holding company	Subsidiary companies	Total	Holding company	Subsidiary companies	Total
David Nurek1	828	–	828	1 846	–	1 846
John Bester2	–	–	–	250	–	250
Mfundiso Njeke3	1 808	–	1 808	1 045	–	1 045
Penelope Osiris (née Moumakwa)4	593	100	693	568	189	757
Sango Ntsaluba5	1 001	–	1 001	932	–	932
Richard Inskip	828	–	828	630	–	630
Nomgando Matyumza	933	–	933	884	–	884
Christine Ramon	1 023	–	1 023	739	–	739
Total	7 014	100	7 114	6 894	189	7 083

Total directors' remuneration (R'000)

Executive directors	47 950	46 881
Non-executive directors	7 114	6 833
Total directors' remuneration	55 064	53 714

Retired as a non-executive director and chair 30 January 2025.

Directors' shareholdings at 31 August

		2025 beneficial shares				2024 beneficial shares
			Indirect				Indirect
Director	Direct	Indirect	non beneficial	Total	Direct	Indirect	non beneficial	Total
Bertina Engelbrecht	100 268	–	–	100 268	90 068	–	–	90 068
Gordon Traill	20 512	5 818	–	26 330	15 119	3 320	–	18 439
Sango Ntsaluba	492	–	–	492	492	–	–	492
Total	121 272	5 818	–	127 090	105 679	3 320	–	108 999

Retired as a non-executive director 1 February 2024.

Appointed as Independent non-executive chairman effective 30 January 2025.

Includes fees for serving as a director of New Clicks South Africa Proprietary Limited.

Appointed as lead independent director effective 30 January 2025.