KAP LIMITED — Proxy Solicitation & Information Statement 2025

Oct 29, 2025

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MESSAGE FROM OUR CHAIRPERSON

DEAR SHAREHOLDER

On behalf of KAP Limited and the board, it is my pleasure to invite you to our annual general meeting ('AGM'), which will be held at 15:00 on Wednesday, 26 November 2025.

Your input and participation in the AGM is very important to us. As such, the board has resolved to host the AGM in a hybrid format, offering both an in-person venue and the option of electronic participation. This format will maximise shareholder engagement by offering a convenient alternative to shareholders who will not be physically present at the AGM on 26 November 2025. Further information about attending the AGM is detailed in this notice of AGM ('notice').

The enclosed formal notice and the form of proxy should be read in conjunction with our full reporting suite, specifically the KAP 2025 integrated report and the audited consolidated and company annual financial statements for the year ended 30 June 2025, which are available for viewing and downloading on our website at www.kap.co.za.

Should you require an electronic or printed copy of any of the documents included in the KAP 2025 reporting suite, please send a request via e-mail to investors@kap.co.za. Provide your postal address, if relevant.

We encourage all shareholders to participate in this important event, whether in person or virtually. If you are unable to attend the AGM, please arrange to vote by proxy in accordance with the instructions in the enclosed notice and the form of proxy.

The AGM is an opportunity for shareholders to engage with members of the board on matters outlined in the notice and to ask questions relating to the resolutions and other matters addressed in the notice and the reporting suite. In addition to members of the board, senior members of management and the external auditor will also be present to respond to any questions from shareholders and attendees at the AGM. In order to ensure that all shareholder questions are addressed (whether via e-mail or at the AGM), we encourage shareholders to send their questions to investors@kap.co.za before the AGM.

The board believes that the proposed resolutions are in the best interests of the company and highly encourages you to support these resolutions by casting your vote in favour of them.

We look forward to welcoming you to our AGM and appreciate your continued participation and support.

Yours sincerely

Johan Holtzhausen

Independent non-executive chairperson

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NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR ENDED 30 JUNE 2025

KAP LIMITED

(Registration number: 1978/000181/06) | JSE share code: KAP | ISIN: ZAE000171963 | LEI code: 3789001F51BC0045FD42 | ('KAP' or 'the company')

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the 47th annual general meeting of shareholders of KAP to be held on Wednesday, 26 November 2025, at 15:00. The AGM will be held as a hybrid meeting to be conducted in person at the Protea Hotel, Techno Avenue, Technopark, in Stellenbosch, and virtually via electronic communication, as permitted by the Companies Act and the KAP MOI.

The purpose of the AGM is to transact the business as set out in the agenda below, to consider and, if deemed fit, to pass with or without modification, the ordinary and special resolutions set out below, and to discuss other matters raised by shareholders at the meeting, provided that, at the sole discretion of the chairperson of the AGM, such matters directly concern the business of the company and may lawfully be dealt with at the AGM.

Only shareholders who are recorded in the register of members of the company on Friday, 21 November 2025, will be entitled to vote at the AGM.

IMPORTANT DATES IN RESPECT OF THE NOTICE OF AGM

Record date for shareholders to receive the notice Friday, 17 October 2025 Publication/posting date of this notice Wednesday, 29 October 2025 Last date to trade to be eligible to attend, participate in and vote at the AGM Tuesday, 18 November 2025 Record date to be eligible to attend, participate in and vote at the AGM Friday, 21 November 2025 Last date to lodge forms of proxy Monday, 24 November 2025 by 15:001

Date of the AGM Wednesday, 26 November 2025 at 15:00

GENERAL INFORMATION

Stakeholder engagement and attendance

The AGM provides an opportunity for stakeholders to engage with the board and senior management and, while only eligible shareholders may vote, all stakeholders are encouraged to attend the proceedings and participate in the discussions. To this extent, having a hybrid event encourages the ability for shareholders to attend virtually.

Voting and resolutions

Shareholders or their duly appointed proxy(ies) that wish to participate in the AGM, either in person or via electronic communication, must refer to the instructions and guidelines included on page 9.

All voting at the AGM will be by way of a poll and, in this regard, each shareholder entitled to vote shall have one vote in respect of each ordinary share which that shareholder holds on the record date on Friday, 21 November 2025.

For each of the ordinary resolutions to be adopted, more than 50% (fifty percent) of the eligible voting rights exercised on the applicable ordinary resolution must be exercised in favour thereof.

For special resolutions to be adopted, the applicable resolution must be supported by at least 75% (seventy-five percent) of the eligible voting rights exercised thereon.

The board supports the proposed resolutions set out in this notice, which promote the best interests of KAP and its stakeholders. The board accordingly recommends that shareholders vote in favour of all the resolutions.

Annual financial statements and integrated report

The audited consolidated and company annual financial statements of KAP for the financial year ended 30 June 2025 and the KAP integrated report are available on the website at www.kap.co.za.

The board of directors as at the date of the AGM The board comprises the following directors:

• JA Holtzhausen	Independent non-executive director (chairperson)
• Z Fuphe	Independent non-executive director
• KT Hopkins	Independent non-executive director
• SP Lunga	Executive director
• SN Maseko	Independent non-executive director
• V McMenamin	Independent non-executive director
• AFB Mthembu	Independent non-executive director
• SH Müller	Independent non-executive director
• FH Olivier	Executive director
• S Totaram	Independent non-executive director

Annexures

This notice incorporates the following annexures:

• Annexure A Summary consolidated financial statements of the group for the year ended 30 June 2025
• Annexure B Sustainability, social and ethics committee report
• Annexure C Brief curricula vitae of the directors standing for election and re-election to the board, the audit and risk committee and the sustainability, social and ethics committee
• Annexure D Remuneration policy
• Annexure E Implementation and remuneration disclosure
• Annexure F Major shareholders of the company as at 30 June 2025

¹ Suggested date and time to avert a potential administrative burden at the AGM. Forms of proxy not received by this date must be handed to the chairperson at the AGM before the appointed proxy may exercise any shareholder rights at the AGM.

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AGENDA

ORDINARY BUSINESS

Presentation of annual financial statements of the group and the company and various reports (non-voting agenda point)

Refer to Annexure A, containing the summary consolidated financial statements of the group for the year ended 30 June 2025.

The audited consolidated and company annual financial statements of KAP for the year ended 30 June 2025, which include the independent auditor's report, the directors' report and the report of the audit and risk committee are herewith presented to shareholders.

Presentation of the sustainability, social and ethics committee ('SSEC') report (non-voting agenda point)

Refer to Annexure B, which contains the report of the SSEC for the year ended 30 June 2025, as required in terms of section 61(8)(a)(iv) of the Companies Act, and regulation 43(5)(c) of the Companies Regulations, 2011.

Presentation of the remuneration report

Refer to the integrated report for the remuneration review, as required in terms of section 61(8)(a)(v) of the Companies Act, together with the remuneration policy in Annexure D as well as the implementation report in Annexure E.

These documents, together with KAP's integrated report, will be tabled at the AGM.

To consider and, if deemed fit, approve, with or without modification, the ordinary resolutions set out below:

1. ORDINARY RESOLUTION NUMBER 1 – REAPPOINTMENT OF INDEPENDENT EXTERNAL AUDIT FIRM AND INDIVIDUAL AUDITOR

The audit and risk committee recommends the reappointment of KPMG as the external auditor of the company for the financial year ending 30 June 2026, with IM Engels as the individual who will lead the audit. This is the fifth year that KPMG and IM Engels will serve in their respective capacities.

It is proposed that shareholders pass the following ordinary resolution number 1:

'Resolved that KPMG, with the designated audit partner being IM Engels, be and is hereby appointed as auditor of the company for the financial year ending 30 June 2026.'

2. ORDINARY RESOLUTION NUMBER 2 – CONFIRMATION OF DIRECTOR APPOINTMENT MADE BY THE BOARD

The MOI, the JSE LRs and the Companies Act stipulate that all director appointments made by the board must be confirmed by shareholders through an election at the first subsequent AGM following such appointment.

On recommendation by the nomination committee, it is proposed that shareholders pass the following ordinary resolution 2:

'Resolve that S Totaram's appointment on 5 May 2025, as an independent non-executive director, be and is hereby confirmed and that she is elected as a director of the company.'

A brief curriculum vitae for S Totaram is contained in Annexure C to this notice.

3. ORDINARY RESOLUTION NUMBER 3 – RE-ELECTION OF DIRECTORS WHO RETIRE BY ROTATION

Considering and taking into account ordinary resolution number 2 above, the nomination committee recommended that (in addition to S Totaram) SH Müller and KT Hopkins, who are eligible and made themselves available for re-election, should retire at this AGM in accordance with the Companies Act, the JSE LRs and the staggered rotation methodology set out in the MOI.

The board endorsed the recommendation of the nomination committee and it is proposed that shareholders pass the following standalone ordinary resolutions numbers 3.1 and 3.2:

'Resolved to and hereby re-elect, by way of individual standalone resolutions, the following directors as independent non-executive directors to the board, following their retirement by rotation at the AGM:

3.1 SH Müller; and

3.2 KT Hopkins.'

Curricula vitae in respect of each director offering himself for re-election following his retirement by rotation at the AGM, are set out in Annexure C to this notice.

4. ORDINARY RESOLUTION NUMBER 4 – ELECTION AND RE-ELECTION OF AUDIT AND RISK COMMITTEE MEMBERS

The Companies Act and the JSE LRs stipulate that at its AGM, shareholders are to elect or re-elect an audit committee comprising at least three non-executive directors who are independent and, as a collective body, are suitably qualified, skilled and experienced.

The nomination committee and the board are satisfied that the below-mentioned proposed members are suitably skilled and experienced independent non-executive directors and that they collectively meet the criteria required to fulfil their duties on the audit and risk committee. It is accordingly recommended that shareholders pass the following standalone ordinary resolutions numbers 4.1 to 4.3:

'Resolved to and herewith elect or re-elect, by way of individual, standalone ordinary resolutions, the following independent nonexecutive directors as members of the audit and risk committee until the next annual general meeting:

• 4.1 KT Hopkins (subject to the approval of ordinary resolution 3.2 above);
• 4.2 Z Fuphe; and
• 4.3 S Totaram (subject to the approval of ordinary resolution 2 above).'

Curricula vitae in respect of each director offering himself/herself for election or re-election are set out in Annexure C to this notice.

SH Müller will step down down as member of the audit and risk committee on 15 November 2025 and is thus not available for re-election.

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5. ORDINARY RESOLUTION NUMBER 5 – ELECTION OF SUSTAINABILITY, SOCIAL AND ETHICS COMMITTEE MEMBERS

The Companies Act stipulates that at its AGM, shareholders are to elect or re-elect a social and ethics committee comprising not less than three directors of the company, provided that the majority of the members are non-executive directors.

The nomination committee and the board are satisfied that the below-mentioned proposed members are suitably skilled and experienced to fulfil their duties on the sustainability, social and ethics committee. It is accordingly recommended that shareholders pass the following standalone ordinary resolutions numbers 5.1 to 5.3:

'Resolved to and herewith elect, by way of individual, standalone ordinary resolutions, the following independent non-executive directors as members of the sustainability, social and ethics committee until the next annual general meeting:

• 5.1 Z Fuphe;
• 5.2 SN Maseko; and
• 5.3 FH Olivier.'

Curricula vitae in respect of each director offering himself/herself for election or re-election are set out in Annexure C to this notice.

NON-BINDING ADVISORY VOTES

6. ORDINARY RESOLUTION NUMBER 6 – ENDORSEMENT OF THE REMUNERATION POLICY AND IMPLEMENTATION REPORT ON THE REMUNERATION POLICY

King IV™ recommends and the JSE LRs require that the remuneration policy of a company be tabled at each AGM of such company for a non-binding advisory vote by the shareholders, together with a separate non-binding advisory vote on the implementation of the remuneration policy.

The human capital and remuneration committee is of the view that the remuneration policy and the group's remuneration practices are fair, responsible and appropriate for KAP and our employees. On recommendation by the human capital and remuneration committee, and endorsement thereof by the board, it is proposed that shareholders pass the following standalone ordinary resolutions numbers 6.1 and 6.2:

'Resolved to and herewith endorsed, by way of standalone non-binding advisory vote, the KAP:

• 6.1 Remuneration policy as set out in Annexure D to this notice; and
• 6.2 Implementation and remuneration disclosure for FY25 as set out in Annexure E to this notice.'

If 25% or more of the voting rights are exercised against either resolution, or both, KAP will invite those shareholders who have voted against the relevant resolution to engage with the company.

7. ORDINARY RESOLUTION NUMBER 7 – RATIFICATION RELATING TO PERSONAL FINANCIAL INTEREST ARISING FROM MULTIPLE INTERGROUP DIRECTORSHIPS

Section 75 of the Companies Act prohibits a director from participating in decision-making or voting on any board resolution or entering into any agreements or signing documents relating to transactions, if such a director has a 'personal financial interest' in the matter. Through the collective definitions of 'personal financial interest' and 'related persons' in section 75(1) of the Companies Act, this provision of the law has a restricting effect on the decision-making powers of directors in a group. The executive directors of KAP serve on the board of directors of multiple subsidiaries across the group and they would thus inevitably have a 'personal financial interest' in and be a 'related person' to many intergroup transactions.

While directors declare their personal financial interests with great care (as set out in the conflict register, available on the KAP website at www.kap.co.za, the proposed resolution below is intended to ensure that decisions, agreements and signed documents remain legally binding, valid and in force in instances where an inadvertent oversight in conduct may have occurred due to multiple intergroup directorships. This resolution does not limit any other statutory or common-law duties that apply to directors, i.e. the resolution does not ratify any other actions of directors that are in contravention of the Companies Act or any other unlawful action by executive directors, such as wilful misconduct, gross negligence or the like.

It is thus proposed that shareholders pass the following resolution as ordinary resolution number 7:

'Resolved that any decisions made and resolutions passed at a group subsidiary board meeting, as well as agreements or documents signed, and actions taken by the executive directors at such a subsidiary company, are hereby approved/ratified as contemplated in section 75(3) of the Companies Act, having taken note of the directors' personal financial interests.'

This approval/ratification is only valid to the extent that the executive directors were prevented from effective decisionmaking because of their 'personal financial interests' in, and them being deemed a 'related person' to, another entity in the group, solely by nature of the group structure; and further provided that the relevant decisions, resolutions, agreements, documents or actions had the effect of being in the best interest of the company in each case, and fell within the ambit of section 75 of the Companies Act.

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SPECIAL BUSINESS

8. SPECIAL RESOLUTION NUMBER 1 – APPROVAL OF FEES PAYABLE TO NON-EXECUTIVE DIRECTORS

Before payment of directors' fees may take place, shareholders are required, in terms of section 66(8) and (9) of the Companies Act, to authorise by way of a special resolution, the basis of compensation and the forward-looking emoluments to be paid to the non-executive directors for their services to be rendered to the company as directors.

The executive directors are remunerated in terms of their respective contracts with KAP and no fees are payable to them for services rendered as directors. The remuneration paid to executive directors is detailed in Annexure E to this notice.

The remuneration of the non-executive directors is not linked to KAP's share price, its share performance or its results. Non-executive directors do not receive incentive payments and are not participants in the long-term incentive scheme and therefore do not hold share rights under this scheme.

Non-executive directors' fees are reviewed and normally adjusted annually. However, the board has taken the decision not to propose increases to the non-executive directors fees this year.

It is therefore recommended that shareholders approve the proposed compensation for non-executive directors by passing the standalone special resolutions numbers 1.1 to 1.13 below, which will be valid from this AGM until another special resolution dealing with such fees payable to nonexecutive directors is adopted or the special resolution expires, whichever happens first:

'Resolved that the remuneration, as set out in special resolutions 1.1 to 1.13 below, payable to the non-executive directors in respect of their services as directors of the company during the period commencing from the date of this AGM until another special resolution in this regard is passed or until the special resolution expires, whichever happens first, be and is hereby authorised by way of individual, standalone special resolutions:

	Increase	2026	2025
Non-executive directors' fees	%	R	R
Board membership fees1
1.1 Independent non-executive chairperson	0	1 355 000	1 355 000
1.2 Lead independent non-executive director	0	929 000	929 000
1.3 Member	0	657 000	657 000
Audit and risk committee fees
1.4 Chairperson	0	694 000	694 000
1.5 Member	0	349 000	349 000
Human capital and remuneration committee fees
1.6 Chairperson	0	220 000	220 000
1.7 Member	0	107 000	107 000
Sustainability,social and ethics committee fees
1.8 Chairperson	0	220 000	220 000
1.9 Member	0	107 000	107 000
Nomination committee fees
1.10 Chairperson	0	220 000	220 000
1.11 Member	0	107 000	107 000
Investment committee fees2
1.12 Chairperson	0	49 200	49 200
1.13 Member	0	41 100	41 100

¹ The above all-inclusive fee will remain unchanged should directors be required to attend additional meetings, as may be dictated by unforeseen circumstances during the period. The same principle applies to committee fees, i.e. no fees are payable for additional meetings. It is foreseen that each of the committees would convene formally at least twice during the 2026 period, save for the audit and risk committee, which will convene at least four times during the period.

² The investment committee fee would continue to be paid on a per-meeting attendance basis due to the nature of the committee's unpredictable meeting requirements.'

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9. SPECIAL RESOLUTION NUMBER 2 – FINANCIAL ASSISTANCE FOR SUBSCRIPTION OF SECURITIES

To resolve that the company be authorised to provide direct or indirect financial assistance as contemplated in section 44 of the Companies Act, it is proposed that shareholders pass the following resolution as special resolution number 2:

'Resolved, in terms of section 44(3)(a)(ii) of the Companies Act, as a general approval, that the provision by the company of any direct or indirect financial assistance as contemplated in section 44 of the Companies Act to any person for the purpose of, or in connection with, the subscription of any option or any securities issued or to be issued by the company or a related or interrelated company, or for the purchase of any securities of the company or a related or interrelated company, be and is hereby approved, provided that:

• the specific recipient(s) of such financial assistance, the form, nature and extent of such financial assistance, and the terms and conditions under which such financial assistance is provided, are determined by the board of the company from time to time;
• the board has satisfied the requirements of section 44 of the Companies Act on the provision of any financial assistance;
• such financial assistance to a recipient is, in the opinion of the board of the company, required for a purpose which, in the opinion of the board, is directly or indirectly in the interests of the company; and
• the authority granted in terms of this special resolution will remain valid until a new similar resolution is passed at the next annual general meeting of the company or after the expiry of a period of 24 months, whichever is the latter.'

10. SPECIAL RESOLUTION NUMBER 3 – FINANCIAL ASSISTANCE TO RELATED AND INTERRELATED COMPANIES

To resolve that the company be authorised to provide direct or indirect financial assistance as contemplated in section 45 of the Companies Act to a related or inter-related company or corporation, it is proposed that shareholders pass the following resolution as special resolution number 3:

'Resolved in terms of section 45(3)(a)(ii) of the Companies Act, as a general approval, that the board be and is hereby authorised to approve that the company provide any direct or indirect financial assistance ("financial assistance" will herein have the meaning attributed to it in section 45(1) of the Companies Act) that the board may deem fit to any company or corporation that is related or inter-related ("related" and "inter-related" will herein have the meanings attributed thereto in section 2 of the Companies Act) to the company, other than subsidiaries ("subsidiaries" will herein have the meaning attributed to it in section 3 of the Companies Act) of KAP, on the terms and conditions and for amounts that the board may determine, provided that:

• the form, nature and extent of such financial assistance, and the terms and conditions under which such financial assistance is provided, are determined by the board from time to time;
• the board complies with the requirements (if applicable) of the MOI, the Companies Act and/or the JSE LRs on the provision of any financial assistance, including that the board has satisfied the requirements of section 45(3)(b) of the Companies Act;
• such financial assistance to a recipient is, in the opinion of the board, required for a purpose which, in the opinion of the board, is directly or indirectly in the interests of the company; and
• the authority granted in terms of this special resolution will remain valid until a new similar resolution is passed at the next annual general meeting of the company or after the expiry of a period of 24 months, whichever is later.'

The reason for and effect, if passed, of special resolution number 3 is to grant the board the authority to approve that the company provides direct or indirect financial assistance to any company or corporation that is related or inter-related to the company, other than South African subsidiaries of the company. Pursuant to the Companies Second Amendment Act, No. 17 of 2024, approval by shareholders for financial assistance to a South African subsidiary of KAP is no longer required under the Companies Act, as amended. This means that the company is, inter alia, authorised to grant loans to a company or corporation that is related or inter-related to the company and to guarantee the debt of such related or inter-related company or corporation.

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GENERAL BUSINESS

To transact such other business as may be transacted at an AGM or raised by shareholders with or without advance notice to the company, provided that no voting may take place on such matters.

AUTHORITY

Any director or company secretary of KAP, for the time being, be and is hereby authorised to take all such steps, sign all such documents and carry out all acts, matters and things on behalf of KAP as may be necessary to give effect to the special and ordinary resolutions passed at this AGM.

By order of the board

L Kok

for KAP Secretarial Services Proprietary Limited Company secretary

29 October 2025

KEY DEFINITIONS USED IN THIS NOTICE

The below-mentioned words and expressions have the following meanings:

AGM – annual general meeting

Board – the board of directors of the company

Companies Act – Companies Act, No. 71 of 2008 of South Africa as amended

CSDP – Central Securities Depository Participants

directors – directors who serve on the board

group – KAP and all its subsidiaries at the date of this notice

IFRS – International Financial Reporting Standards

JSE LRs – Listings Requirements of the JSE Limited

King IV™ – King IV Report on Corporate Governance™ for South Africa, 20161

KPMG – KPMG Incorporated, independent external auditor

MOI – the memorandum of incorporation of KAP

Notice – this notice of annual general meeting

SENS – Stock Exchange News Service of the JSE Limited through which key information is disseminated to the market

Shareholders – In accordance with the provisions of section 57 of the Companies Act, a person who is entitled to exercise any voting rights in relation to the issued ordinary shares and whose name is entered in securities register

¹ Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved.

RECORD DATES PERTAINING TO THE AGM AND OTHER IMPORTANT NOTICES

• 1. Meeting participants will be required to provide proof of identification to the reasonable satisfaction of the chairperson of the AGM in order to participate at the AGM. If in any doubt as to whether any document will be accepted as satisfactory proof of identity, participants should contact the transfer secretary ('Computershare') .
• 1. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the company.
• 1. Shareholders who have not dematerialised their shares (i.e. so-called certificated shareholders) or those who hold dematerialised shares in 'own-name registration', must use the form of proxy if they wish to attend and/or vote at the AGM or be represented at the AGM. Completion of a form of proxy will not preclude such shareholders from attending and voting (in preference to those shareholders' proxies) at the AGM.
• 1. A shareholder who holds shares in dematerialised form (other than those with 'own-name registration'), who wishes to attend and/or vote at the AGM, should instruct his/her broker or CSDP to issue him/her with a letter of representation if he/she wishes to attend in person and/or vote at the AGM. Shareholders should refer to their custody agreements with their CSDP/broker in this regard.
• 1. A shareholder who has dematerialised his/her shares (other than those with 'own-name registration'), who is unable to attend the AGM, but wishes to be represented and/or vote at the AGM, must provide his/her CSDP/broker with his/her voting instructions in terms of the relevant custody agreement between him/her and the CSDP/broker.
• 1. CSDP, brokers or their nominees, as the case may be, who hold dematerialised shares on behalf of an investor/beneficial owner should, when authorised in terms of their custody agreement mandate from the shareholder, or when instructed to do so by the owner on behalf of whom they hold dematerialised shares in the company, vote by either appointing a duly authorised representative to attend and vote at the AGM (as described above) or by completing the attached form of proxy in accordance with the instructions thereon.
• 1. Copies of the letters of representation, or the duly completed forms of proxy, together with the documents conferring the authority to the signatory and under which it is signed (if any), must be forwarded to Computershare to the address stated below. In the interest of efficient administration, by no later than Monday, 24 November 2025 at 15:00. Notwithstanding, these documents will also be accepted by the chairperson of the AGM up to the point when voting on each agenda item commences at the AGM.
• 1. A shareholder present in person, by proxy or by authorised representation shall, on a show of hands, have one vote, and on a poll, shall have one vote in respect of each share held. However, please note that it is the intent, from a corporate governance perspective, that all voting at the AGM would take place by way of a poll.

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IN-PERSON PARTICIPATION

• 1. Shareholders wishing to attend in person are advised to be at the venue no later than 14:45.
• 1. Shareholders, representatives of shareholders and proxies attending the AGM are requested to register at the registration desk in the reception area at the venue.
• 1. Proof of identity may be required for registration purposes.
• 1. Proof of identification will be required before such shareholders will be allowed to participate in the AGM.
• 1. Shareholders will have the opportunity to ask questions in person at the meeting.

ELECTRONIC PARTICIPATION

• 1. Shareholders or their proxies who wish to participate in the AGM via electronic communication (Participants) must either:
• a. register online using the online registration portal at www.meetnow.global/za; or
• b. apply to Computershare, by sending a request by e-mail to proxy@computershare.co.za so as to be received by Computershare by no later than Monday, 24 November 2025 at 15:00. Such shareholders may still register online to participate in and/or vote electronically at the AGM after this date and time provided, however, that for those shareholders to participate and/or vote electronically at the AGM, they must be verified and registered before the commencement of the AGM. Computershare will first validate such request and confirm the identity of the shareholder in terms of section 63(1) of the Companies Act and, if the request is validated, further details on using the electronic communication facility will be provided.
• 1. Participants must submit proof of identification before the Participant is provided with a username and password.
• 1. Following successful registration, the transfer secretaries will provide the Participant with a username and password to participate in the AGM.
• 1. Participation in the AGM is through the Computershare website as set out in the steps on www.meetnow.global/za.
• 1. Participants will receive a meeting link and invitation code from Computershare by e-mail.
• 1. Click on the meeting link and follow the instructions provided to access the meeting.
• 1. Invitation codes can be requested from proxy@computershare.co.za as part of the above registration process or by registering at www.meetnow.global/za.
• 1. Computershare will inform Participants, by e-mail, of the relevant details through which they can participate electronically.
• 1. The cost of electronic participation in the AGM is for the expense of the Participant and will be billed separately by the Participant's own service provider.
• 1. The Participant acknowledges that the electronic communication services are provided by third parties and indemnifies KAP, and its directors, employees, company secretary, transfer secretary, service providers and advisors against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the electronic services, whether or not the problem is caused by any act or omission on the part of the Participant or anyone else. In particular, but not exclusively, the Participant acknowledges that he/she will have no claim against KAP, and its directors, employees, company secretary, transfer secretary, service providers and advisors whether for consequential damages or otherwise, arising from the use of the electronic services or any defect in it or from total or partial failure of the electronic services and connections linking the Participant via the electronic services to the AGM.
• 1. KAP cannot guarantee there will not be a break in electronic communication that is beyond the control of the company.
• 1. Guests will be able to join the meeting by visiting www.meetnow.global/za and clicking on the KAP logo.
• 1. Click on 'Join meeting now' and follow the instructions provided. Guests may listen to the presentation, but will not be able to ask any questions or vote.

Registered address

3rd Floor, Building 2, The Views, Founders Hill Office Park 18 Centenary Street, Modderfontein, Johannesburg, 1645 PO Box 2766

Edenvale, 1610 Tel: +27 10 005 3000 investors@kap.co.za

Transfer secretary

Computershare Investor Services Proprietary Limited Rosebank Towers

15 Biermann Avenue

Rosebank 2196

Private Bag X9000

Saxonwold

2132

South Africa

Tel: +27 11 370 5000 or 086 11 00 933

Forms of proxy must be e-mailed to proxy@computershare.co.za to be received by Computershare no later than at 15:00 on Monday, 24 November 2025. However, forms of proxy may also be handed to the chairperson of the AGM before the appointed proxy may exercise any shareholder rights at the AGM.

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HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Attending the meeting online

Our online meetings provide you with the opportunity to participate online using your smartphone, tablet or computer.

You will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Visit https://meetnow.global/za

Access

Access the online meeting at https://meetnow.global/za,selecttheapplicable meeting from the drop down option. Click 'JOIN MEETINGNOW'.

If you are a shareholder:

Select 'Invitation' on the login screen and enter the applicable information included in the email received from noreply@computershare.com. Accept the Terms and Conditions and click Continue.

If you are a guest:

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{10}------------------------------------------------

ANNEXURE A SUMMARY CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR THE YEAR ENDED 30 JUNE 2025

Refer to the non-voting introductory point on the agenda

SUMMARY CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME

	Notes	Year ended 30 Jun 2025 Audited Rm	Year ended 30 Jun 2024 Audited Rm	% change
Revenue	1	29 615	29 062	2
Cost of revenue		(24 465)	(23 921)
Gross profit		5 150	5 141	–
Operating profit before depreciation, amortisation and capital items		3 422	3 694	(7)
Depreciation and amortisation		(1 485)	(1 444)
Operating profit before capital items		1 937	2 250	(14)
Capital items	2	(765)	(46)
Operating profit		1 172	2 204	(47)
Finance costs		(1 053)	(901)
Finance income		77	76
Share of profit of associate and joint venture companies		38	38
Profit before taxation		234	1 417	(83)
Taxation		(148)	(213)
Profit for the year		86	1 204	(93)
Profit attributable to:
Owners of the parent		10	1 090	(99)
Non-controlling interests		76	114
Profit for the year		86	1 204	(93)
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations		(41)	(191)
Total other comprehensive loss for the year, net of taxation		(41)	(191)
Total comprehensive income for the year, net of taxation		45	1 013	(96)
Total comprehensive income/(loss) attributable to:
Owners of the parent		(30)	901
Non-controlling interests		75	112
Profit for the year		76	114
Foreign currency translation reserve transferred to non-controlling interests		(1)	(2)
Total comprehensive income for the year		45	1 013	(96)
Earnings per share attributable to owners of the parent	3	Cents	Cents	% change
Basic earnings		0.4	43.8	(99)
Diluted earnings		0.4	43.2	(99)

{11}------------------------------------------------

SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	30 Jun 2025 Audited Rm	30 Jun 2024 Audited Rm
Assets
Non-current assets
Goodwill	510	659
Intangible assets	1 491	1 790
Property, plant and equipment	15 633	16 043
Investment property	20	–
Right-of-use assets	318	300
Consumable biological assets	1 610	1 586
Investments in associate and joint venture companies	244	250
Investments and loans receivable	9	4
Deferred taxation assets	59	81
Derivative financial instruments	39	58
	19 933	20 771
Current assets
Inventories	3 823	3 807
Trade and other receivables	4 834	4 996
Derivative financial instruments	14	10
Loans receivable	11	23
Taxation receivable	100	93
Cash and cash equivalents	2 090	1 398
	10 872	10 327
Total assets	30 805	31 098
Equity and liabilities
Capital and reserves
Total equity attributable to owners of the parent	12 443	12 475
Non-controlling interests	261	300
Total equity	12 704	12 775
Non-current liabilities
Loans and borrowings	7 309	6 710
Lease liabilities	281	273
Employee benefits	46	39
Provisions	2	2
Deferred taxation liabilities	2 388	2 511
	10 026	9 535
Current liabilities
Loans and borrowings	2 563	2 710
Lease liabilities	94	82
Employee benefits	380	415
Provisions	28	38
Trade and other payables	4 965	5 458
Derivative financial instruments	22	36
Taxation payable	16	49
Other financial liabilities	7	–
	8 075	8 788
Total equity and liabilities	30 805	31 098

{12}------------------------------------------------

SUMMARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Year ended 30 Jun 2025 Audited Rm	Year ended 30 Jun 2024 Audited Rm
Balance at beginning of the year	12 775	11 819
Changes in reserves
Total comprehensive (loss)/income for the year attributable to owners of the parent	(30)	901
Share-based payments	7	25
Other movements	(9)	7
Changes in non-controlling interests
Total comprehensive income for the year attributable to non-controlling interests	75	112
Dividends declared	(123)	(79)
Transactions with non-controlling interests	9	(10)
Balance at end of the year	12 704	12 775
Comprising:
Stated share capital	7 896	7 896
Distributable reserves	7 742	7 741
Share-based payment reserve	636	629
Reverse acquisition reserve	(3 952)	(3 952)
Other reserves	121	161
Non-controlling interests	261	300
	12 704	12 775

{13}------------------------------------------------

SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS

	Year ended 30 Jun 2025 Audited Rm	Year ended 30 Jun 2024 Audited Rm
Operating profit	1 172	2 204
Adjusted for:
Capital items	765	46
Depreciation and amortisation	1 485	1 444
Net fair value adjustments of consumable biological assets1	(24)	(49)
Other non-cash adjustments	35	49
Cash generated before working capital changes	3 433	3 694
Increase in inventories	(36)	(333)
Decrease/(increase) in trade and other receivables	107	(134)
(Decrease)/increase in trade and other payables	(482)	264
Changes in working capital	(411)	(203)
Cash generated from operations	3 022	3 491
Dividends received	22	10
Finance income received	78	76
Finance costs paid	(1 061)	(1 092)
Dividends paid	(116)	(79)
Taxation paid	(282)	(307)
Net cash inflow from operating activities	1 663	2 099
Additions to property, plant and equipment	(1 592)	(2 571)
Additions to intangible assets	(11)	(19)
Additions to consumable biological assets	–	(1)
Proceeds from disposal of property, plant and equipment	140	323
Acquisition of subsidiaries, net of cash acquired	–	(77)
Disposal of subsidiaries, net of cash disposed	110	–
Government grants received	2	54
Insurance proceeds	29	12
Other investing activities	25	22
Net cash outflow from investing activities	(1 297)	(2 257)
Net cash inflow/(outflow) from operating and investing activities	366	(158)
Transactions with non-controlling interests	–	(19)
Loans and borrowings received2	4 080	3 547
Loans and borrowings repaid2	(3 621)	(3 183)
Lease liabilities capital repayments	(100)	(138)
Other movements	(20)	(33)
Net cash inflow from financing activities	339	174
Net increase in cash and cash equivalents	705	16
Cash and cash equivalents at beginning of the year	1 398	1 453
Effects of exchange rate translations on cash and cash equivalents	(13)	(71)
Cash and cash equivalents at end of the year	2 090	1 398

¹ Includes fair value gains and decrease due to harvesting and sale of livestock.

² R1 billion (30 June 2024: R750 million) revolving credit loan was drawn down and repaid in the same year, resulting in an equal but opposite inflow and outflow included in loans and borrowing received and repaid.

{14}------------------------------------------------

SEGMENTAL ANALYSIS

	Note	Year ended 30 Jun 2025 Audited Rm	Year ended 30 Jun 2024 Audited Rm	% change
Revenue
PG Bison		6 327	5 758	10
Safripol		9 692	9 312	4
Unitrans		9 332	9 689	(4)
Feltex		2 429	2 654	(8)
Sleep Group		1 834	1 720	7
Optix		602	595	1
		30 216	29 728	2
Intersegmental eliminations		(601)	(666)
	1	29 615	29 062	2
Operating profit before depreciation, amortisation and capital items
PG Bison		1 018	1 220	(17)
Safripol		706	527	34
Unitrans		1 162	1 344	(14)
Feltex		296	374	(21)
Sleep Group		215	180	19
Optix		20	42	(52)
Corporate, consolidation and eliminations		5	7
		3 422	3 694	(7)
Depreciation and amortisation
PG Bison		(301)	(219)	37
Safripol		(203)	(175)	16
Unitrans		(726)	(836)	(13)
Feltex		(130)	(110)	18
Sleep Group		(56)	(55)	2
Optix		(64)	(42)	52
Corporate, consolidation and eliminations		(5)	(7)
		(1 485)	(1 444)	3
Operating profit before capital items
PG Bison		717	1 001	(28)
Safripol		503	352	43
Unitrans		436	508	(14)
Feltex		166	264	(37)
Sleep Group		159	125	27
Optix		(44)	–	–
		1 937	2 250	(14)

{15}------------------------------------------------

SEGMENTAL ANALYSIS (continued)

		30 Jun 2025 Audited	30 Jun 2024 Audited
	Notes	Rm	Rm	% change
Operating assets
PG Bison		10 232	9 922	3
Safripol		6 617	7 410	(11)
Unitrans		7 183	7 379	(3)
Feltex		2 018	2 036	(1)
Sleep Group		1 765	1 736	2
Optix		527	857	(39)
Corporate, consolidation and eliminations		(50)	(91)
	5	28 292	29 249	(3)
Operating liabilities
PG Bison		1 331	1 417	(6)
Safripol		1 740	2 173	(20)
Unitrans		1 256	1 338	(6)
Feltex		513	478	7
Sleep Group		343	272	26
Optix		111	84	32
Corporate, consolidation and eliminations		149	226
	6	5 443	5 988	(9)
Net operating assets/(liabilities)1
PG Bison		8 901	8 505	5
Safripol		4 877	5 237	(7)
Unitrans		5 927	6 041	(2)
Feltex		1 505	1 558	(3)
Sleep Group		1 422	1 464	(3)
Optix		416	773	(46)
Corporate, consolidation and eliminations		(199)	(317)
		22 849	23 261	(2)
Net working capital
PG Bison		1 399	944	48
Safripol		1 068	1 103	(3)
Unitrans		564	709	(20)
Feltex		199	200	(1)
Sleep Group		108	136	(21)
Optix		147	127	16
Corporate, consolidation and eliminations		(218)	(336)
	7	3 267	2 883	13

¹ Net operating assets/(liabilities) comprise operating assets less operating liabilities.

{16}------------------------------------------------

SEGMENTAL ANALYSIS (continued)

Note	Year ended 30 Jun 2025 Audited Rm	Year ended 30 Jun 2024 Audited Rm
Replacement capital expenditure2
PG Bison	59	63
Safripol	115	179
Unitrans3	667	81
Feltex	72	105
Sleep Group	9	(5)
Optix	(2)	–
Corporate, consolidation and eliminations	1	–
	921	423
Expansion capital expenditure4
PG Bison	186	1 374
Safripol	58	100
Unitrans	146	172
Feltex	40	5
Sleep Group	14	22
Optix	56	86
	500	1 759
Total capital expenditure2
PG Bison	245	1 437
Safripol	173	279
Unitrans3	813	253
Feltex	112	110
Sleep Group	23	17
Optix	54	86
Corporate, consolidation and eliminations	1	–
8	1 421	2 182

² Net of proceeds from disposal of property, plant and equipment, insurance proceeds and government grants received.

³ Unitrans proceeds from disposal of assets totalled R137 million (30 June 2024: R319 million), mainly due to the disposal of underutilised vehicles and trailers.

⁴ Net of government grants received.

{17}------------------------------------------------

SELECTED EXPLANATORY NOTES

	Goods Rm	Services Rm	Rentals Rm	Total Rm
Note 1: Revenue
Year ended 30 June 2025
Audited
PG Bison	7 060	–	–	7 060
Safripol	9 769	–	–	9 769
Unitrans	108	9 224	–	9 332
Feltex	2 432	–	–	2 432
Sleep Group	2 070	–	–	2 070
Optix	280	244	–	524
Gross revenue	21 719	9 468	–	31 187
Variable consideration	(1 049)	(1)	–	(1 050)
Intergroup eliminations	(54)	(537)	–	(591)
Revenue from contracts with customers	20 616	8 930	–	29 546
Optix	–	–	79	79
Intergroup eliminations	–	–	(10)	(10)
	20 616	8 930	69	29 615
Year ended 30 June 2024
Audited
PG Bison	6 445	–	–	6 445
Safripol	9 400	–	–	9 400
Unitrans	147	9 543	–	9 690
Feltex	2 657	–	–	2 657
Sleep Group	1 926	–	–	1 926
Optix	131	396	–	527
Gross revenue	20 706	9 939	–	30 645
Variable consideration	(984)	(1)	–	(985)
Intergroup eliminations	(139)	(519)	–	(658)
Revenue from contracts with customers	19 583	9 419	–	29 002
Optix	–	–	68	68
Intergroup eliminations	–	–	(8)	(8)
	19 583	9 419	60	29 062

{18}------------------------------------------------

	Year ended 30 Jun 2025 Audited Rm	Year ended 30 Jun 2024 Audited Rm
Geographical distribution
South Africa	24 289	24 432
Rest of Africa	3 724	3 722
Middle East	515	91
Americas	484	322
Europe	395	156
Australasia	195	338
Asia	13	1
	29 615	29 062
Note 2: Capital items
Loss on disposal of property, plant and equipment	(32)	(42)
Impairments1	(757)	(16)
Insurance income	29	12
Other capital items	(5)	–
	(765)	(46)

¹ Impairments of goodwill, intangible assets and property, plant and equipment.

1 Impairments of goodwill, intangible assets and property, plant and equipment.
Note	Year ended 30 Jun 2025 Audited Cents	Year ended 30 Jun 2024 Audited Cents
Note 3: Earnings
Basic earnings per share	0.4	43.8
Diluted earnings per share	0.4	43.2
Headline earnings per share	24.1	45.3
Diluted headline earnings per share	23.8	44.6
Net asset value per share	498	500
	Rm	Rm
Headline and diluted earnings attributable to owners of the parent
Basic and diluted earnings attributable to owners of the parent	10	1 090
Adjusted for:
Capital items 2	765	46
Taxation effects of capital items	(154)	(12)
Non-controlling interests' portion of capital items, net of taxation	(23)	1
Capital items of associate and joint venture companies, net of taxation	5	–
	603	1 125
	Million	Million
Weighted average number of ordinary shares
Issued ordinary shares at beginning of the year	2 494	2 477
Effect of shares issued	4	9
Weighted average number of ordinary shares	2 498	2 486
Potential dilutive effect of share rights granted	33	35
Diluted weighted average number of ordinary shares	2 531	2 521
Number of ordinary shares in issue	2 501	2 494

{19}------------------------------------------------

		Fair value	Fair value
		as at	as at
		30 Jun 2025	30 Jun 2024
	Fair value	Audited	Audited
	hierarchy	Rm	Rm
Note 4: Fair values of financial instruments
Derivative financial assets	Level 2	53	68
Derivative financial liabilities	Level 2	(22)	(36)

There were no Level 1 or Level 3 financial assets or financial liabilities for 30 June 2025 and 30 June 2024.

In November 2022, the group entered into an equity derivative transaction for a total amount of R117 million to hedge the cash impact of a longterm incentive scheme. The hedging instrument's forward dates are 2 November 2026, 1 November 2027 and 31 October 2028, which closely coincide with the vesting dates of the long-term incentive scheme.

Level 2 financial instruments consist of derivative financial instruments that are valued using techniques where all the inputs that have a significant effect on the valuation are directly or indirectly based on observable market data. These inputs include foreign exchange rates and quoted share prices.

The carrying amount for all financial instruments approximates the fair value, with the exception of loans and borrowings where the fair value at 30 June 2025 is R9 929 million (30 June 2024: R9 475 million).

	30 Jun 2025 Audited Rm	30 Jun 2024 Audited Rm
Note 5: Operating assets
Goodwill	510	659
Intangible assets	1 491	1 790
Property, plant and equipment	15 633	16 043
Investment property	20	–
Right-of-use assets	318	300
Consumable biological assets	1 610	1 586
Inventories	3 823	3 807
Trade and other receivables	4 834	4 996
Derivative financial instruments	53	68
	28 292	29 249
Note 6: Operating liabilities
Employee benefits	426	454
Provisions	30	40
Trade and other payables	4 965	5 458
Derivative financial instruments	22	36
	5 443	5 988
Note 7: Net working capital
Inventories	3 823	3 807
Trade and other receivables	4 834	4 996
Employee benefits	(426)	(454)
Provisions	(30)	(40)
Trade and other payables	(4 965)	(5 458)
Net derivative financial instruments	31	32
	3 267	2 883
Note 8: Total capital expenditure
Additions to property, plant and equipment	1 592	2 571
Proceeds from disposal of property, plant and equipment	(140)	(323)
Government grants received	(2)	(54)
Insurance proceeds	(29)	(12)
	1 421	2 182
Note 9: Capital commitments
Capital expenditure Contracts for capital expenditure authorised	144	134

Capital expenditure will be financed from cash flows from operating activities and existing borrowing facilities.

{20}------------------------------------------------

STATEMENT OF COMPLIANCE

The summary consolidated financial statements have been prepared in accordance with the framework concepts and the measurement and recognition requirements of IFRS Accounting Standards and the Financial Pronouncements as issued by the Financial Reporting Standards Council, and SAICA Financial Reporting Guides as issued by the Accounting Practices Committee (collectively "JSE Financial Reporting Requirements"), IAS 34 – Interim Financial Reporting and the South African Companies Act. The summary consolidated financial statements have been derived from the consolidated financial statements which have been prepared in terms of accounting policies that comply with IFRS Accounting Standards.

BASIS OF PREPARATION

The summary consolidated financial statements are prepared in millions of South African rand (Rm) on the historical cost basis, except for certain assets and liabilities, which are carried at amortised cost, and derivative financial instruments and consumable biological assets, which are stated at their fair values. The preparation of the consolidated financial statements and summary consolidated financial statements for the year ended 30 June 2025 was supervised by Frans Olivier CA(SA), the group's chief financial officer.

ACCOUNTING POLICIES

The accounting policies and methods of computation of the group have been consistently applied to periods presented in the summary consolidated financial statements and are in accordance with IFRS Accounting Standards.

During the current year, the group adopted all the new and revised standards issued by the International Accounting Standards Board that are relevant to its operations and effective for annual reporting periods beginning on 1 July 2024. The adoption thereof did not have a material impact on the summary consolidated financial statements.

FINANCIAL STATEMENTS

The consolidated financial statements for the year, which have been audited by KPMG Inc., and their accompanying unmodified audit report, which includes their key audit matters, are available on the company's website at www.kap.co.za. Information included under the headings Outlook and Operational review and any reference to future financial information included in the summary consolidated financial information, has not been audited or reviewed. The auditor's report does not necessarily report on all the information contained in this announcement. Shareholders are therefore advised that, in order to obtain a full understanding of the nature of the auditor's engagement, they should obtain a copy of both the auditor's report and the accompanying financial information (www.kap.co.za). The results were approved by the board of directors on 27 August 2025.

The annual general meeting ('AGM') of KAP shareholders has been scheduled to take place on Wednesday, 26 November 2025 at 15:00 in Stellenbosch.

The notice for the AGM will be published on SENS and made available to shareholders in due course.

EVENTS AFTER REPORTING DATE

The directors are not aware of any significant events after the reporting date that will have a material effect on the group's results or financial position as presented in these summary consolidated financial statements.

INDEPENDENT AUDITOR'S REPORT ON THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

To the shareholders of KAP Limited

Opinion

The summary consolidated financial statements, which comprise the summary consolidated statement of financial position as at 30 June 2025, summary consolidated income statement and statement of comprehensive income, changes in equity and cash flows for the year then ended, segmental analysis and selected explanatory notes, are derived from the audited consolidated financial statements of KAP Limited ('the group') for the year ended 30 June 2025.

In our opinion, the accompanying summary consolidated financial statements are consistent, in all material respects, with the audited consolidated financial statements, in accordance with the basis described in the statement of compliance and the basis of preparation paragraphs to the summary consolidated financial statements.

Summary financial statements

The summary consolidated financial statements do not contain all the disclosures required by IFRS® Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). Reading the summary consolidated financial statements and our report thereon, therefore, is not a substitute for reading the audited consolidated financial statements and our report thereon.

The audited financial statements and our report thereon

We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated 27 August 2025. That report also includes the communication of key audit matters. Key audit matters are those matters that in our professional judgement, were of most significance in our audit of the financial statements for the current period.

Directors' responsibility for the summary financial statements

The directors are responsible for the preparation of the summary consolidated financial statements in accordance with the basis described in the statement of compliance and the basis of preparation paragraphs to the summary consolidated financial statements.

{21}------------------------------------------------

Auditor's responsibility

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

KPMG Inc.

Registered auditor

Per IM Engels

Chartered accountant (SA)

Registered auditor

Director

27 August 2025

The Halyard

4 Christiaan Barnard Street

Foreshore

Cape Town

8001

CHANGES TO THE BOARD, BOARD COMMITTEES AND KEY PORTFOLIOS

At conclusion of the company's AGM, which was held on 29 November 2024, PK (Pat) Quarmby retired and stepped down from his position as chairperson on the KAP board of directors ('board') and the nomination committee and member on the investment committee. JA Holtzhausen was appointed as chairperson of the board and the nomination committee in Pat's stead on this date.

S Totaram was appointed as an independent non-executive director to the board on 5 May 2025. She also serves as a member of the audit and risk and the nomination committees.

{22}------------------------------------------------

ANNEXURE B SUSTAINABILITY, SOCIAL AND ETHICS COMMITTEE REPORT

Refer to the non-voting introductory point on the agenda

BACKGROUND AND OVERVIEW

The operations of the KAP sustainability, social and ethics committee ('committee' or 'SSEC') are guided by a formal charter and contains provisions which are aligned with the requirements of the Companies Act, No. 71 of 2008 as amended and the Companies Regulations, 2011 (collectively the 'Companies Act'), as well as the Listings Requirements of the JSE Limited ('JSE'), and the recommendations of the King IV Report on Corporate GovernanceTM for South Africa, 2016 (King IVTM). The committee's charter was approved by the board of directors and is annually reviewed for relevance.

The SSEC is both a statutory committee and a committee of the board in respect of other duties assigned to it by the board.

The SSEC enjoys the support and cooperation, and draws on the competencies and experience of the directors and members serving on the audit and risk committee ('ARC'), the human capital and remuneration committee ('RemCom') and the executive committee ('Exco') in exercising certain overlapping duties. These occur in the areas of integrated reporting, remuneration, human capital, employment equity ('EE'), broad-based black economic empowerment, and other aspects of the group's business.

PURPOSE

The purpose of the SSEC is to monitor the company's activities regarding socioeconomic development, good corporate citizenship, ethics, the environment, health and public safety, consumer relationships, certain facets of labour and employment, as well as applicable aspects of sustainability.

MANDATE

The SSEC has decision-making authority regarding its statutory duties and is accountable in this respect to both the board and shareholders. Regarding its other mandated duties, it reports and makes recommendations to the board. The committee acts on behalf of all subsidiaries of the KAP Group, as permitted by the Companies Act.

COMPOSITION AND MEETINGS

To ensure that sufficient time is spent on executing the statutory mandate of the SSEC effectively, two formal meetings are convened annually. Z Fuphe, an independent non-executive director, acts as chairperson of the committee.

The committee comprises four independent non-executive directors and one executive director. The SSEC is satisfied that the committee is appropriately diverse and that its members collectively have the required knowledge, experience and skills to discharge their responsibilities effectively. As recommended by King IVTM, there is appropriate cross-membership to minimise fragmented functioning and to ensure a balanced distribution of power across committees to prevent domination and undue reliance on any individual in the decision-making process. All its members serve on two or more other board committees.

The composition of the SSEC and the attendance at meetings by its members during FY25 are set out below:

Member	Attendance
Z Fuphe (Chairperson)	2/2
GN Chaplin	2/2
TC Isaacs1	2/2
SN Maseko	2/2
SH Müller	2/2

¹ Resigned effective 17 October 2025

Key focus areas and achievements during the 2025 reporting period included:

• ongoing integration of environmental, social and governance (ESG) issues and sustainability in the strategy;
• reviewing of several policies, covering the environment, human rights, ethics, diversity, fraud and insider-trading; and
• enhancing various elements of the ethics programmes and approach.

EXECUTION OF OUR MANDATE

Apart from the key focus areas, the SSEC performed the following duties in the execution of its mandate:

B-BBEE

Under the guidance of the SSEC and the RemCom, the company proactively aligns daily business practices in South Africa with the B-BBEE Codes and creates opportunities through youth learnerships and educational upskilling. Following an independent assessment by an external practitioner, KAP retained the group's overall B-BBEE score as a Level 4 contributor.

EE and diversity

In cooperation with processes driven primarily by the RemCom, the SSEC monitored that KAP's performance with regard to EE and its diversity practices are aligned with the group's strategic objectives and applicable legislation, as well as with the decent work and working conditions espoused by the ILO protocols.

The SSEC annually receives a report that appraises the group's standing in terms of the recommendations of the ILO. We comply materially with all applicable ILO principles.

CSI and SED

The SSEC provides oversight of the CSI approach, which is primarily focused on childhood development, nutrition, quality education, health and community development, and monitors that the group's SED initiatives are managed within enterprise development projects, direct donations and humanitarian activities in the communities in which we operate.

Various case studies that substantiate the group's fulfilment of its corporate social responsibilities can be found on our website at www.kap.co.za, covering the various community development initiatives, protection of biodiversity, recycling, water and waste management, healthcare, carbon emissions, as well as an overview of our contributions to SED and training and development.

Ethics and combating fraud and corruption

Zero tolerance for fraud and corruption

We take fraud and unethical behaviour seriously and have created a culture of zero tolerance of misconduct, unethical behaviour, fraud and corruption. The SSEC supports and monitors the active pursuit and prosecution of perpetrators of fraudulent or other illegal activities where such actions are identified.

KAP is a member of the UNGC. The SSEC receives an annual report that appraises the group's standing in terms of the UNGC's core values regarding human rights, labour standards, the environment and anti-corruption. We comply materially with all applicable UNGC principles.

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Code of ethics, Supplier code of conduct and Ethics hotline

The board has adopted and maintains a code of ethics which commits the group and its employees to the highest ethical standards of conduct and to compliance with applicable laws and regulations. The code of ethics is given to new employees as part of the group's employee induction process.

While the responsibility for the implementation and execution of the code of ethics is delegated to management, the SSEC exercises oversight (together with the board) over the management of ethics through the review of management reports relating to compliance with the group's code of ethics. These reports include statistics related to the independent ethics hotline (KAPREF) reports and progress on investigations into reported acts of impropriety. All hotline calls are investigated on a confidential basis, and material matters are reported to the SSEC, the ARC and the board. The ethics line has proven its value in identifying fraud and incidents of unethical behaviour.

Major suppliers of goods and services are expected to comply with the provisions of the group's supplier code of conduct. For the period under review, no material incidents were recorded of noncompliance with the code of ethics or the supplier code of conduct.

Protected Disclosure Act

In terms of the Protected Disclosure Act ('PDA'), No. 26 of 2000, every employee has a responsibility to disclose improprieties in the workplace. As an employer, KAP is committed to ensuring that employees are protected from reprisal after they have appropriately disclosed unethical behaviour in the workplace.

Ethics awareness programme and training

KAP has identified a training platform for digital short-module training and assessment of employees in aspects relating to ethical conduct, anti-bribery, anti-corruption and ethical decision-making.

Politically exposed persons ('PEPs')

The company's Exco members carry out an annual assessment of external business relationships to determine the presence of potential PEPs, to identify whether there are areas of risk in the KAP businesses where PEP relationships exist that should be managed. The SSEC annually receives and reviews the Exco findings relating to PEPs. The SSEC has noted that despite the existence of PEP relationships, none of the PEP interactions fall outside the norm, or conflict with the code of ethics, or the Financial Intelligence Centre Amendment Act.

Prosecution for non-compliance with laws and regulations

The company and the Competition Commission remain involved in legal proceedings relating to allegations that a subsidiary of KAP was allegedly involved in price-fixing or anti-competitive behaviour in the period between 2009 and 2016.

Stakeholder matters

KAP has formulated its own government relations strategy and framework to contribute to the formulation of government policy, industry growth objectives, and regulatory outcomes that are critical to ensure the continued growth of our businesses in a challenging political and regulatory environment. The SSEC was satisfied that both the short and long-term deliverables of the strategy support the resilience of our various business operations.

Sustainability reporting

The SSEC holds the view that sustainability is an enabler of good performance and was instrumental in the process of integrating

sustainability into our overall strategy and value proposition to stakeholders. It closely monitors whether the group implements relevant measures to promote sustainability and to foster a caring ESG environment, with a focus on climate change.

Climate change

The SSEC has been assigned the responsibility of monitoring and understanding the risk of climate change. A strategy is being developed to mitigate the identified risks. The SSEC was satisfied with the overall findings, based on the preliminary results, that no material financial investment is required to mitigate climate change risks at this time.

Reporting framework and materiality

As reporting standards and ESG requirements continue to evolve, KAP has developed its own comprehensive reporting framework. This framework incorporates all mandatory standards and applies a materiality lens to ensure relevant and impactful disclosures.

The group actively collects data on greenhouse gas (GHG) emissions, water usage, and waste generation. These metrics are reported to and monitored by the SSEC, which oversees progress toward defined sustainability targets intended for public disclosure.

The SSEC also tracks strategic progress and roadmap implementation related to GHG emissions, water, and waste, with the overarching goal of minimizing environmental impact. Beyond internal sustainability initiatives, KAP is committed to industry engagement through awareness campaigns to promote broader environmental responsibility.

FTSE4Good Responsible Investment Index

Our FTSE4Good ESG rating has shown some improvement over the past year, with further potential for enhancement through improved disclosures. Reporting efforts are progressively aligning with the JSE Sustainability Disclosures and the ISSB IFRS S1 and S2 guidelines. The reporting approach is guided by our value proposition and strategic direction, rather than a focus on achieving higher ESG ratings.

Overseeing reports

As a standard practice within KAP, the SSEC chairperson was appointed to an ad hoc board committee to oversee the production and publication of the 2024 suite of reports for disclosure on the KAP website. The chairperson reviewed the social and ethics-related information that was publicly disclosed to the market, and concluded that, to the best of her knowledge, the integrity of that information was reliable and beyond reproach.

Performance assessment

During the period under review, the committee's effectiveness was not formally evaluated. However, in accordance with the recommendations of King IVTM, the committee reflected on its current efficacy and operational efficiency. The members were satisfied that the committee functioned efficiently and that it had adequately fulfilled all its obligations.

Z Fuphe

Chairperson: KAP sustainability, social and ethics committee

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ANNEXURE C BRIEF CURRICULA VITAE OF THE DIRECTORS STANDING FOR ELECTION AND RE-ELECTION TO THE BOARD, THE AUDIT AND RISK COMMITTEE AND THE SUSTAINABILITY, SOCIAL AND ETHICS COMMITTEE

Refer to ordinary resolutions numbers 2, 3, 4 and 5

S (Samara) Totaram (46)

CA(SA), CFA

Independent non-executive director

Samara has diverse experience in the areas of corporate finance, private equity and operational and executive management across various sectors, including financial services and education, in both the listed and unlisted space. Her most recent executive position was chief financial officer of STADIO Holdings Limited where she played an instrumental role in establishing the company and listing it on the JSE, as well as directing the overall commercial strategy of the business. Samara has also served on numerous boards of listed and unlisted companies, with a current directorship held at We Buy Cars Holdings Limited. Samara was appointed as an independent non-executive director of KAP Limited on 5 May 2025.

• Member of the audit and risk committee1
• Member of the human capital and remuneration committee2
• Member of the nomination committeee

SH (Steve) Müller (64)

BAcc (Hons), CA(SA), Sanlam EDP, CD(SA)

Independent non-executive director

Steve qualified as a chartered accountant and worked at KPMG from 1983 to 1992. In 1995, Steve joined Genbel Investments, where he rose to the positions of chief operating officer: Equities of Genbel Securities Limited, and executive director of Gensec Bank Limited. He also served as a non-executive director and member of the audit and remuneration committees of various investee companies within the Genbel Securities Group. In 2008, he retired from the group to pursue his own interests. Steve served as an independent non-executive director and chairperson of the audit committee of SACOIL Limited from 2013 to 2016. In August 2017, Steve became an independent non-executive director of Pepkor Holdings Limited and in January 2018, he was appointed as an independent nonexecutive director of the Phumelela Gaming and Leisure Limited board. Steve is a member of the IoDSA and was a member of SAICA from 1990 to 2023. Steve was appointed as an independent non-executive director of KAP Limited in 2012.

• Chairperson of the human capital and remuneration committee
• Chairperson of the investment committee
• Member of the audit and risk committee3
• Member of the sustainability, social and ethics committee

KT (Ken) Hopkins (70)

BCom (Hons), CA(SA)

Independent non-executive director

Ken became a CA(SA) in 1978, and was an audit partner at Deloitte & Touche and KPMG for more than 30 years, where he specialised in auditing and advising financial institutions. As a retired audit partner and full-time professional director, Ken serves in a non-executive capacity on the boards of Old Mutual Finance RF Proprietary Limited and 27Four Holdings Limited, where he chairs the audit and risk committees. Ken is also a member of the social and ethics and remuneration committees of 27Four Holdings Limited. Ken was appointed as an independent non-executive director of KAP Limited on 6 December 2019.

– Chairperson of the audit and risk committee4

Z (Zellah) Fuphe (57)

BSocSci, CD(SA), GIBS GEDP

Independent non-executive director

Zellah has a Bachelor's degree in Social Sciences, completed the GIBS Global Executive Development Programme in 2015, and is certified as a Chartered Director (SA) by the Institute of Directors in South Africa. She started her career with Engen Limited ('Engen'), followed by various executive positions, including as managing director of Plessey South Africa Proprietary Limited, managing director of Worldwide African Investment Holdings Proprietary Limited and chief executive officer of Afric Oil Proprietary Limited. Prior to her promotion as the global chief risk and sustainability officer at Nippon Telegraph and Telephone (the Dimension Data parent company) in September 2022, she served as the chief corporate governance officer of Dimension Data Middle East and Africa. Zellah has previously served as a non-executive director on the boards of AECI Limited, Engen, Afric Oil, Oceana Group Limited, 18th World Petroleum Council 2005, Worldwide Coal Carolina and the Unisa School of Business Leadership. Zellah was appointed as an independent non-executive director of KAP Limited on 1 March 2020.

• Chairperson of the sustainability, social and ethics committee
• Member of the audit and risk committee
• Member of the nomination committee

¹ To be appointed as committee chairperson effective 15 November 2025

² Appointed as committee member effective 17 October 2025

³ To step down as committee member effective 15 November 2025

⁴ To step down as committee chairperson effective 15 November 2025

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ANNEXURE D REMUNERATION POLICY

Refer to agenda point 6 – Ordinary resolution number 6.1 (non-binding advisory vote)

BACKGROUND STATEMENT

Introduction

Our remuneration review sets out the remuneration policy for the group and the implementation and remuneration disclosures ('remuneration implementation report') for the remuneration of executive and non-executive directors ('NEDs') for FY25 and is presented in three parts:

• 1 The background statement, which provides context for our remuneration policy and performance.
• 2 An overview of the forward-looking remuneration policy applicable to FY26.
• ³ The remuneration implementation report, which sets out in detail how the existing remuneration policy was implemented during FY25, including disclosure on remuneration earned by executive directors and other Exco members and paid to NEDs.

Remuneration governance

Our board is responsible for the group's remuneration policy and is assisted by our human capital and remuneration committee ('the committee') which operates according to its board-approved charter. The board therefore oversees the implementation and execution of its approved remuneration policy through the committee, which comprises three independent NEDs, one of whom is appointed as chairperson.

In terms of the recommendations of King IV™, board committees should have cross membership to ensure a balanced distribution of power and enhance effective collaboration. In line with these recommendations, SH Müller, chairperson of the committee, is also a member of the sustainability, social and ethics committee, the audit and risk committee and the investment committee. JA Holtzhausen, who was appointed as the chairperson of the board on 29 November 2024, is a member of this committee, the investment committee and the nomination committee. AFB Mthembu, who was appointed to the committee on 15 January 2024, is also a member of the investment committee. The committee is compliant with applicable statutory and best practice membership criteria.

The KAP CEO and corporate affairs director attend the committee meetings by invitation and recuse themselves from discussions or decisions which relate to them.

The committee has two formal scheduled meetings per year and meets more often on an ad hoc basis as required to fulfil its mandate. The chairperson provides feedback to the board after each committee meeting regarding key decisions and relevant discussions and attends the AGM to address questions by shareholders on the committee's areas of responsibility.

Due to the group's decentralised management structures, the committee has established divisional human capital and remuneration subcommittees ('the divisional subcommittees'). The divisional subcommittees are supported by experienced human capital practitioners at group and divisional levels. They hold the responsibility for the implementation and management of human capital and remuneration strategies, policies and practices, at a divisional level, in line with those set by the committee. The divisional subcommittees comprise the KAP CEO, CFO and corporate affairs director, as well as the divisional CEOs and human capital executives. The KAP CEO chairs the divisional subcommittees.

Remuneration philosophy

Our human capital strategy is to attract, motivate and retain the best people in our industries to perform and excel within our entrepreneurial and performance-driven culture to ensure the effective implementation of our business strategy and the long-term sustainability of our group. Our remuneration philosophy is a key

element of this strategy and therefore aims to provide remuneration that is competitive in the industries and markets in which we operate and compete, fair and equitable, and rewards performance.

Our remuneration objectives are achieved by:

• positioning guaranteed executive salary packages in line with industry benchmarks; and
• designing short- and long-term incentives to ensure, as practically as possible, the delivery of the group's strategic objectives and to reward performance.

While our remuneration philosophy serves as an essential tool in enabling our employees to deliver on our strategic objectives, we acknowledge that it should support sustainable value creation for our key stakeholders, and align executive remuneration and shareholder interests. We believe that our remuneration decisions are fair and remain appropriately aligned with shareholder and stakeholder interests over the long term.

Key committee activities

The committee met formally during the year on 20 August 2024, 12 September 2024 and 10 October 2024, with all members present. The key activities of the committee included:

• Reviewing the group's human capital strategy and its alignment with the company's business strategy.
• Evaluating the human capital management practices in place across the group to ensure fairness, responsibility, transparency, alignment with King IV™, and compliance with the specific requirements of the relevant labour legislation.
• Reviewing the group's approach to diversity and inclusion, with specific reference to planned employment equity legislative changes.
• Reviewing succession plans of executives and the senior management level in the group.
• Ensuring that the capacity, competence and balance of divisional Excos are in place to determine and execute their respective strategies.
• Approving the remuneration of executives, including guaranteed salary increases, annual incentive bonus ('AIB') payments and long-term incentive ('LTI') scheme vesting outcomes.
• Reviewing the remuneration policy and making changes following the negative non-binding advisory shareholder votes relating to our implementation report resolution at the November 2023 AGM.
• Conducting an independent benchmarking study of NEDs' fees and making recommendations for adjustments to the forwardlooking fees of the NEDs to the board for approval and voting by shareholders at the November 2024 AGM ('2024 AGM').

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In addition, as recommended by King IV™, the committee also reflected on its prior year self-assessment outcomes to determine whether the identified shortcomings have been addressed appropriately. The committee is satisfied that it has fulfilled its responsibilities during the year.

Access to information and advisors

Members of the committee may access any information to inform their independent judgement on remuneration and related matters. During the year, the committee accessed reports from Remchannel Proprietary Limited ('Remchannel') to ensure that the group's remuneration levels are competitive and appropriate within our specific markets and geographical areas of operation.

In addition, the committee engaged PricewaterhouseCoopers Incorporated ('PwC') to evaluate whether the variable pay measurement criteria included in the proposed FY25 remuneration policy is appropriate and credible relative to other JSE-listed companies and to conduct an independent benchmarking study to assess whether the NED fee structure and levels were still appropriate prior to the presentation of the 2025 NED fee proposal to the board for onward presentation to shareholders for approval.

The committee is satisfied that Remchannel and PwC are independent and objective.

The environment in which we remunerate

The committee considered the following factors in its deliberations during the year:

• The prolonged weakness in the South African macroeconomic environment, including cost-of-living pressures and subdued consumer demand, disruptions related to electricity and water supply, and inefficiencies in rail and port logistics.
• The escalating risk of loss of key personnel to competitors, other industries and emigration, bearing in mind that we compete globally for scarce skills.
• The group's major projects, which were commissioned in FY24 and fully ramped up in FY25, the financial impact thereof on the group's results, and the need to recruit and retain critical skills related thereto.
• The need to reward our employees appropriately for their contribution to the group's performance, taking into consideration the complex, uncertain and competitive operating environment, to ensure a balanced outcome for our key stakeholders over the long term.
• The shareholder support received on our remuneration policy (90.04%) and implementation report (93.40%) at the 2024 AGM.

Business performance and remuneration outcomes for FY25

The prolonged weakness in the macroeconomic environment throughout the year contributed to challenging trading conditions, with the fourth quarter particularly difficult for the group. While there was demand for the group's products and services, it was subdued, and prices and margins were generally under pressure due to consumer price sensitivity and intense competition, reflective of the broader macroeconomic challenges.

Group revenue increased by 2% to R29.6 billion, supported by increased production capacity. EBITDA decreased by 7% to R3.4 billion and operating profit before capital items decreased by 14% to R1.9 billion.

These declines, which offset improved performances by Safripol and Sleep Group, are mostly attributable to the following factors, listed in descending order of impact:

• increased operating costs, amounting to R368 million, related to the commissioning and ramp-up of the new MDF line, with utilisation, sales volumes and mix not yet optimal due to the rampup process;
• lower domestic new vehicle assembly volumes and increased costs associated with a key model changeover, which affected Feltex's performance; and
• a weaker performance by Unitrans, mostly owing to lower volumes and vehicle utilisation as well as adverse trading conditions during the last quarter of the financial year.

HEPS decreased by 47% to 24.1 cents, mostly due to the lower operating profit and the following factors:

• higher finance costs, as no borrowing costs were capitalised during the current financial year whereas R173 million was capitalised in the prior year, of which R136 million was attributable to the new MDF line; and
• lower tax incentives on the new MDF line resulting in a R199 million increase in the taxation expense.

Due to these factors, as well as impairments of goodwill, intangible assets, and property, plant and equipment totalling R579 million (net of taxation), EPS decreased by 99% to 0.4 cents. The largest impairments were associated with Safripol (R293 million), attributable to depressed global PET margins, and Optix (R360 million), due to the division's performance being below expectations.

Cash generated from operations decreased by 13% to R3.0 billion due to the lower EBITDA and an increase in working capital, with the cash flow conversion at 88%. The group generated free cash flow (before dividends paid) of R482 million (FY24: outflow of R79 million), with the lower cash flow from operations offset by a R960 million reduction in investing activities following the completion of the major projects. Net interest-bearing debt declined by R220 million.

Based on the above performance, none of the AIB targets for FY25, which included HEPS, cash flow conversion and net debt reduction, were met and therefore no AIBs were earned by the executive directors.

Non-binding advisory vote and shareholder engagement

As per the recommendations of King IV™, in addition to the statutory requirement to obtain shareholder approval for the payment of fees to the NEDs, the remuneration policy and remuneration implementation report are tabled each year for separate non-binding advisory votes by shareholders at the AGM. If shareholders vote against either the remuneration policy or the remuneration implementation report by 25% or more of the total voting rights exercised at the AGM, we issue an invitation to dissenting shareholders to engage with us to address legitimate and reasonable concerns.

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The following reflects the non-binding advisory shareholder votes at the 2024 AGM:

	Votes in favour %	Votes against %
Remuneration policy	90.04	9.96
Implementation report	93.40	6.60

As the non-binding advisory votes were passed by the requisite majorities, no engagement with shareholders was required. It must be noted, however, that the committee chairperson and the CEO engaged extensively with shareholders prior to our 2024 AGM regarding changes made to our remuneration policy and implementation report. We thank our shareholders for their constructive feedback and contributions.

Planned focus areas for FY26

We expect the South African macroeconomic environment to remain subdued and uncertain over the near term. While this may weigh on demand for the group's products and services in the coming year, there are several factors within our control to mitigate the impact. Specifically, we are confident that the delivery on the following three key objectives will support group performance over the medium term:

• realising the value of our major projects;
• addressing areas of underperformance in the group, mostly related to Unitrans; and
• reducing net debt.

Additionally, all our divisions will focus on growing market share, improving margins and returns, and optimising assets.

The above strategic objectives are aligned with the targets set in the remuneration policy.

Based on the above strategic objectives, the committee intends to focus on the following areas in FY26:

• Implementing a human capital strategy, informed by our values, to ensure that we are an employer of choice with a culture, policies and procedures that set high expectations for performance, while simultaneously providing a stimulating and inclusive environment for our people.
• Ensuring that the group has the necessary sales competence and capacity to execute the strategy.
• Ensuring that the operational initiatives and performance scorecards, which form part of the AIB scheme measurement criteria, support the achievement of the group's five-year strategic plan.
• Reviewing the grading and benchmarking of executive directors' remuneration.
• Reviewing and adjusting executives' key performance indicators in line with the group's strategic objectives.
• Implementing policies and practices that promote diversity, inclusion and depth of succession talent.
• Remaining up to date with key issues that influence remuneration in the current dynamic operating environment.

Conclusion

The committee is satisfied that it has fulfilled the requirements of its charter and that the objectives of the remuneration policy have been met, without material deviation.

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REMUNERATION POLICY FOR FY26

Remuneration governance

The board carries ultimate responsibility for the remuneration policy. The committee functions as a subcommittee of the board in terms of a board-approved mandate to evaluate and monitor the company's remuneration philosophy and practices and to ensure consistency with governance principles and company strategy. The committee implements a board-approved remuneration policy to assist with delivery on the company's strategy. The remuneration policy is reviewed annually and is aligned with the recommendations of King IV™, based on the following principles:

• Remuneration practices throughout the company are aligned with the company strategy.
• Remuneration is set at levels that are competitive and appropriate within the specific markets, geographical areas and industries in which the group operates.
• Incentive-based remuneration, which is applicable to management involved in determining and implementing the strategy of KAP and/or our divisions, is determined with reference to financial targets, strategic initiatives and individual KPIs.
• Executive remuneration is fair, responsible and transparent within the context of the overall remuneration of the company.

Linking remuneration to the group strategy

The elements of our remuneration are designed to reward performance that supports the achievement of the group's five-year strategic plan. The group has recently completed several major projects and is engaged in the turnaround of Unitrans. While the group has eight key workstreams and divisional strategies to support its group strategy, the targeted outcome thereof will be the following material items:

• realising the value of our major projects;
• addressing areas of underperformance in the group, mostly related to Unitrans; and
• reducing net debt.

Additionally, our divisions will target revenue growth, improving margins and returns, and optimising assets through the execution of the FY26 workstreams, which are: KAP value realisation, operational strategy, human capital strategy, debt reduction strategy, revenue growth strategy, procurement strategy, technology and AI strategy, and IT/digital strategy.

These material items and key workstreams form the foundation of executive KPIs and have been incorporated in the AIB and LTI schemes to drive ownership and execution of the group's five-year plan by executive directors and management.

Alignment between human capital strategy, remuneration philosophy and policy

Our human capital strategy aims to attract, motivate and retain the best people in our various sectors to perform well and excel within our entrepreneurial, performance-driven culture. This is to ensure the effective strategy implementation and the long-term sustainability of the group. The success of the group is dependent on our people's ability to deliver quality products and services and to maintain high standards of customer service in very competitive sectors.

Our remuneration philosophy is to provide remuneration that is competitive, fair and equitable, rewards performance, and attracts, retains and motivates our executives, managers and employees across all levels of the group.

Our remuneration policy aims to facilitate the implementation of our human capital strategy and remuneration philosophy.

Benchmarking of remuneration

Benchmarking of the remuneration of executive directors and management is undertaken every two years, using the services of independent experts, to ensure that remuneration is market-related and awarded equitably through our remuneration systems and practices. The committee aims to ensure an appropriate balance between the guaranteed and performance-related elements of remuneration, as well as between short-term performance and long-term sustainable stakeholder value creation. The committee considers each element of remuneration relative to the market and, in determining its quantum, considers the performance of the company and/or division, the management team and the individual concerned.

Elements of remuneration

Our remuneration policy covers three elements of remuneration: guaranteed salary, variable performance-related incentives and retention.

Guaranteed salary ('salary')

Guaranteed salary incorporates all guaranteed cash benefits on a total cost-to-company ('CTC') basis and is intended to provide employees with a competitive level of remuneration. Company performance, individual performance, the economic environment and changes in responsibilities are taken into consideration when determining annual CTC salaries.

The guaranteed salary is determined, effective 1 July each year, based on parameters approved by the board. Pay levels are based on individual and market factors, as follows:

• Job profiles are compiled for each approved position in the group and graded using the Paterson grading system.
• A competency profile is also determined for each approved position. Performance reviews of employees against these profiles may lead to an employee receiving merit increments from time to time, which may result in an individual earning remuneration above the market median, but within market norms. The remuneration levels of key management categories are benchmarked every two years, using the market median of independent salary surveys as reference.
• The qualifications, skills and experience of the individuals concerned are considered relative to the relevant job, competency profiles and performance requirements.

Inflationary remuneration adjustments are considered annually, with the relevant CPI indices and market benchmarks.

The remuneration of employees, other than those represented by unions and other bargaining structures, is contracted on a CTC basis, which includes basic cash remuneration, allowances and contributions by the company to retirement savings, risk insurance and medical schemes. In terms of this arrangement, a minimum level of healthcare cover is a condition of employment at certain levels. The company does not provide employees with post-retirement healthcare benefits. Employees throughout the group contribute to various independently administered defined-contribution retirement schemes.

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We encourage union membership and collective bargaining among our employees to provide for responsible and structured engagement. Wages and substantive conditions of employment for employees represented by trade unions or similar bargaining structures and similarly graded positions are negotiated from time to time with the applicable bargaining structures, preferably via collective bargaining processes. Changes to remuneration and benefits are negotiated in one-, two- or three-year arrangements. Multiyear arrangements are favoured as they promote stability and consistency in industrial relations. Access by these employees to suitable medical, retirement and associated insured benefits is also facilitated by the company, where appropriate.

Variable performance-related incentives ('incentives')

The principle underlying this policy is to ensure that executives and senior managers are rewarded for performance that advances the company's strategy. Variable pay is designed to incentivise and reward both individual and team effort and serves as a tool to attract, motivate and retain employees of the calibre required to achieve the company strategy. This policy is also intended to ensure that executives and senior management are duly motivated to achieve organisational goals and strategic objectives to ensure the long-term sustainability of the company in a balanced and socially and environmentally responsible manner, to the benefit of stakeholders.

Incentives are reported in the annual remuneration implementation report in the period in which they are earned, together with the relevant performance targets and achievement against those targets. The committee retains discretion in terms of the awarding

of incentives, which is only exercised in exceptional circumstances. When exercised, it is reported accordingly in the annual remuneration implementation report.

Annual incentive bonus

The AIB is intended to incentivise short-term performance annually. The measurement criteria for the AIB are based on the boardapproved annual performance metrics aligned to the group's fiveyear strategic plan.

In line with the FY25 shareholder-approved remuneration policy, the committee has set measurement criteria and targets for the FY26 AIB scheme, based on three considerations:

• Financial: The group's five-year strategic plan, which incorporates our divisional strategies and the impact of recent capital investments and restructuring activities, guided the financial targets set by the committee. The committee also considered the prior-year performance, market conditions and the group's long-term strategy.
• Operational: The implementation of operational initiatives that advance the group's five-year strategic plan and long-term sustainable performance.
• Individual: Individual KPIs to reward executives and senior management of corporate services, excluding executive directors, for the implementation of strategic and operational initiatives that support group performance.

a) Corporate services AIB measurement

The committee did not make changes to the corporate services AIB measurement criteria, which form part of the remuneration policy approved by shareholders at the 2024 AGM. The FY26 AIB measurement criteria for executive directors, executives and senior management of corporate services will therefore be based on HEPS, cash flow conversion, net debt reduction and/or achievement of individual KPIs as summarised below:

Measurement criteria	Targets	Executive director proportion	Executives/senior management proportion
HEPS1	≥ 95% of target (threshold)	20%	20%
	= 100% of target (on-target)	20%	20%
	≥ 105% of target (stretch)	20%	20%
Cash flow conversion	≥ 90%	20%	20%
Net debt reduction	R700 million	20%	5%
Individual KPIs	Specific to the individual/function	–	15%
Punitive measurement
Non-achievement of B-BBEE score2	Target	(10%)	(10%)

¹ The FY26 HEPS target will be retrospectively disclosed in our FY26 remuneration implementation report.

Note: The maximum participation levels for executive directors are at 150% of CTC and for corporate executives and senior management between 25% and 75% of CTC.

² The non-achievement of the B-BBEE score relative to target is applied as a 10% penalty.

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The following informed the targets for the corporate services FY26 AIB measurement:

• The FY26 HEPS target is derived from the group's five-year strategic plan, including value realisation from recent major projects, addressing areas of underperformance and reduction of net debt. The target, and performance against it, will be reported in our FY26 remuneration implementation report. The disclosure will be retrospective to avoid the publication of an earnings forecast, in contravention of the JSE Listings Requirements and/or applicable regulations.
• The net debt reduction target is intended to de-risk KAP's balance sheet.
• The cash flow conversion target, which was incorporated in previous shareholder-approved remuneration policies, remains a focus for management and has not been changed.
• Individual KPIs for executives and senior management, excluding executive directors, aim to reward them for the implementation of strategic and operational initiatives that support group performance.
• The punitive measure for not meeting the targeted B-BBEE score remains unchanged.

b) Divisional AIB measurement

Our divisions each have a five-year strategic plan, which contributes to the group's five-year strategic plan. The divisional AIB scheme is based on the performance of each division, independent of the performance of the group, to ensure the achievement of divisional strategic and financial initiatives.

The committee did not make changes to the divisional AIB performance measurement criteria, which form part of the remuneration policy approved by shareholders at the 2024 AGM. The FY26 measurement criteria for divisional executives will therefore be based on operating profit, cash flow conversion, and the implementation of key operational initiatives, as summarised below:

Measurement criteria	Targets	Proportion
Operating profit	= 100% of target (on-target) ≥ 103% of target (stretch)	40% 10% (except for Optix)
Cash flow conversion	≥ 90% (Unitrans ≥ 95%)	20%
Operational initiatives1	Division specific	30% (except for Optix, which is at 40%)
Punitive measurement
Non-achievement of B-BBEE score2	Target	(10%)
On-site fatality3	Target	(10%)

¹ Division-specific operational initiatives include targets in relation to revenue growth, sales volume, margin improvement, cost reduction, business turnaround and restructuring and asset utilisation.

Note: The maximum participation levels for divisional CEOs are at 150% of CTC, CFO at 100% of CTC and other divisional executives between 50% and 100% of CTC.

The following informed the targets for the divisional FY26 AIB measurement:

• The FY26 operating profit targets are based on the divisions' five-year strategic plans, which incorporate value realisation from recent major capital investments, various growth initiatives, addressing areas of underperformance and reduction of debt.
• The cash flow conversion measurement criteria and target, as incorporated in previous remuneration policies, remain a focus for divisional management and have not been changed.
• Key operational initiatives, which are based on divisional strategies and have specific deliverables and targets, have been included as measurement criteria to drive divisional performance. Divisional strategic initiatives are specific to each division and are weighted according to the level of impact.
• In addition to the punitive criteria for not meeting the targeted B-BBEE score, a measure for the non-achievement of zero on-site facilities has been introduced for all divisions. This is intended to strengthen our safety culture and encourage divisional management to reinforce safety measures to prevent workplace injuries and fatalities.

At operational level, to the extent necessary, divisions have incentive schemes applicable to middle and junior management, which are aimed at achieving project, production, sales and similar operational targets.

² The non-achievement of the B-BBEE score relative to target is applied as a 10% penalty.

³ The non-achievement of zero on-site fatalities is applied as a 10% penalty.

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Long-term incentive scheme

The objective of the LTI scheme is to promote the sustainable performance of the group through business and investment cycles, aligning the performance of key management with the strategy and stakeholder interests.

During previous shareholder engagements, shareholders raised concerns regarding the dilutionary effect of the current LTI scheme, which is driven primarily by the high number of participants eligible to receive share rights allocations and therefore entitled to sharesettled compensation on vesting of the LTI scheme. To address these concerns, the committee has separated the LTI scheme into an equity-based LTI scheme and a cash-based LTI scheme (collectively referred to as 'LTI schemes') to reduce the number of share rights participants. Going forward, the qualification criteria for LTI schemes will be determined as follows:

• Equity-based LTI scheme: Executive directors and executives of corporate services will qualify for share rights allocation and receive share-settled compensation on vesting of the scheme.
• Cash-based LTI scheme: Senior management of corporate services and divisional management will qualify for cash allocations which will pay out on vesting of the scheme.

These changes will result in the reduction of the number of participants eligible to receive share rights allocations in December 2025 ('FY26 LTI awards') from 73 to 12. The measurement criteria for the LTI scheme, approved by the shareholders at the 2024 AGM, remain unchanged in respect of both the LTI schemes.

In terms of the rules of the equity-based LTI scheme, share rights are awarded to participants and vest in terms of committee-approved measurement criteria. Participation in the cash-based LTI scheme is determined by the committee on an annual basis in respect of

the rules of the scheme and applies to individuals who are key to determine and implement the long-term vision and strategy of the group.

a) Corporate services LTI measurement

Our FY26 LTIs are awarded in line with the LTI scheme which formed part of the remuneration policy approved by the shareholders at the 2024 AGM, which remains fit for purpose. The committee has not made changes to the LTI measurement framework, which is based on the following:

• The HEPS targets in relation to FY26 LTI awards are based on the group's five-year strategic plan and incorporates the impact of recent major capital investments, restructuring activities and growth initiatives. This strategic five-year plan is updated each year and therefore each successive update will form the basis of that successive year's HEPS targets. The FY28 HEPS targets, as incorporated in the five-year strategic plan, will be used as the measurement target for the vesting of the FY26 LTI awards in December 2028.
• The HEPS targets are management targets used for remuneration purposes and do not represent an earnings or profit forecast.
• In line with the outcomes of previous shareholder engagements, the committee has retained the ROCE target introduced in the FY25 LTI scheme to incentivise executive directors for implementing initiatives that will extract value from recent investments and improve capital allocation. The ROCE target is aligned with the group's strategic fiveyear plan and considers the impact of recent capital investments, restructuring activities and key workstreams.
• The committee has retained the net debt to EBITDA target introduced in the FY25 LTI scheme to incentivise executive directors for the implementation of strategic initiatives that will improve the capital structure of the company over the long term.

The FY26 LTI measurement criteria for executive directors, executives and senior management of corporate services will therefore be based on targets for HEPS, ROCE and net debt to EBITDA, and the delivery of individual KPIs, as summarised below:

Measurement criteria	Targets for FY28	Proportion Equity-based	Proportion Cash-based
HEPS	Threshold – 13% CAGR relative to adjusted FY24	8.33%	8.33%
	On-target – 15% CAGR relative to adjusted FY24	8.33%	8.33%
	Stretch – 17% CAGR relative to adjusted FY24	8.34%	8.34%
ROCE	≥ 12%	25%	25%
Net debt to EBITDA	≤ 1.5 times	25%	25%
Individual KPIs1	Specific to the individual/function	25%	25%

Individual KPIs align with the group's strategic initiatives and are designed to reward sustained executive performance and the achievement of long-term goals. Note: The maximum participation levels for the KAP CEO and CFO are at 167% of CTC, and corporate services executives and senior management between 33% and 75% of CTC. The corporate affairs director's maximum participation level has been increased from 133% to 150% of CTC for retention purposes and to increase shareholding opportunities in the company to align his interest with long-term shareholder interests. The performance metrics exclude the potential impacts of the Safripol and Sasol ethylene price and volume disputes and will be adjusted according to the resolution of these disputes.

It should be noted that:

• In relation to the FY26 LTIs, which will be measured to FY28 for vesting in December 2028, the HEPS target will be determined using adjusted FY24 HEPS of 36.7 cents for the base year.
• The ROCE target is below our long-term guidance of > 16% in FY28 due to the impact of the ramp-up of PG Bison's new MDF line and the time required to realise the value of this line.

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b) Divisional LTI measurement

Our FY26 LTIs are awarded in line with the LTI scheme, which formed part of the remuneration policy approved by the shareholders at the 2024 AGM and remains fit for purpose. The measurement framework for the FY26 LTI scheme is based on the following core principles:

• The operating profit target is based on the divisional five-year strategic plans and incorporates the impact of recent major capital investments, restructuring activities and growth initiatives, and the specific dynamics of each division. The strategic five-year plan is updated annually and therefore each successive update will form the basis of that successive year's operating profit targets. The FY28 operating profit target, as incorporated in the five-year strategic plan, will be used as the measurement target for the vesting of the FY26 LTI awards in December 2028.
• In line with the outcomes of previous shareholder engagements, the committee has retained the ROCE target, introduced in the FY25 LTI scheme, to incentivise divisional management for implementing initiatives that will extract value from recent investments and improve capital allocation. The ROCE target is aligned with the group's strategic five-year plan and considers the impact of recent capital investments and restructuring activities.

The FY26 LTI measurement criteria for divisional executives will therefore be based on targets for operating profit and ROCE and the delivery of individual KPIs, as summarised below:

Measurement criteria	Targets for FY28	Proportion Cash-based
Operating profit	FY28 target at the time of the award	37.5%
ROCE	FY28 target at the time of the award	37.5%
Individual KPIs	Specific to the individual/function	25%

Note: The maximum participation levels for the divisional CEOs are 133% of CTC, divisional executives are between 50% and 67% of CTC, and senior management between 33% and 50% of CTC. The performance metrics exclude the potential impacts of the Safripol and Sasol ethylene price and volume disputes and will be adjusted according to the resolution of these disputes.

Executive operational management retention

KAP is dependent on the retention of key operational management for the execution of our strategy and the efficient running of our operations. In view of the escalating risk of loss of key skills in South Africa, we issued, on a one-off basis effective 1 November 2022, 34 million cashsettled share appreciation rights to certain members of operational executive management, who will be instrumental in delivering on our strategy. This is a pure retention scheme and these share appreciation rights will vest on 31 October 2026, 31 October 2027 and 31 October 2028, provided these individuals are in the employ of the company with a clean disciplinary record. Allocation percentages range from 75% to 200% of CTC for these individuals, depending on seniority and level of influence.

This is not a share scheme as defined in the JSE Listings Requirements or Companies Act and does not apply to the executive directors, i.e. CEO, CFO and corporate affairs director.

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Single-figure remuneration relative to tiered threshold, target and stretch remuneration mix

The AIB and LTI schemes have various measurement criteria, the vesting of which may occur independently of one another. As a result, several possible vesting scenarios exist. The graphs and table below illustrate the total potential remuneration under different potential performance scenarios for executive directors, based on their participation levels in terms of the policy:

Graph notes
Performance level	Description
Minimum	Guaranteed salary only
Threshold 1	KPI achievement for LTI
Threshold 2	KPI and threshold HEPS achievement for LTI Threshold HEPS achievement for AIB
Threshold 3	KPI, threshold HEPS and target net debt to EBITDA achievement for LTI Threshold HEPS and target cash flow conversion achievement for AIB
Threshold 4	KPI, threshold HEPS, target net debt to EBITDA and ROCE achievement for LTI Threshold HEPS, target cash flow conversion and net debt reduction achievement for AIB
On-target HEPS	KPI, target HEPS, net debt to EBITDA and ROCE achievement for LTI Target HEPS, cash flow conversion and net debt reduction achievement for AIB
Max/Stretch HEPS	KPI, stretch HEPS, target net debt to EBITDA and ROCE achievement for LTI Stretch HEPS, target cash flow conversion and net debt reduction achievement for AIB

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Minimum shareholding requirements

To promote the long-term alignment of executives with the vision and strategy of the company and the interests of shareholders, executives who participate in the equity-based LTI scheme will be required to maintain a minimum shareholding of KAP shares as a condition of participation in the scheme. Participants will be required to retain any shares that vest in terms of the KPI measurement criteria of the scheme until such time as the following minimum shareholdings are met:

• KAP CEO: three times annual CTC;
• KAP CFO: twice annual CTC; and
• KAP corporate affairs director and other executives: annual CTC.

Statement of fair and responsible remuneration

The committee must satisfy itself that the remuneration of executive directors, executives and senior management takes appropriate account of the remuneration and employment conditions of other employees within the group. When salary increases are considered, the committee considers a report from management, which details pay practices across the group, including salary levels and trends, collective bargaining outcomes, and the approach management proposes to adopt for general employee increases. This information is considered in the committee's decisions regarding the remuneration of executive directors, executives and senior management to ensure that the remuneration of executive management is fair and responsible within the context of overall employee remuneration.

Malus and clawback

To the extent that the measurement criteria of either the AIB or LTI scheme are achieved because of intentional fraud, misstatement, misrepresentation or non-compliance with relevant legislation by any participant of these schemes, the effect of this fraud, misstatement, misrepresentation or non-compliance will be reversed in the consideration of whether the relevant qualifying criteria have been achieved. In addition, any participant directly involved in the fraud, misstatement, misrepresentation or non-compliance will not qualify for an incentive. The company will pursue legal action for the recovery of any incentives paid because of intentional fraud, misstatement, misrepresentation or non-compliance with relevant legislation by any participant in these schemes. In addition, the company will pursue disciplinary action.

Service contracts

Executives' contracts are subject to terms and conditions of employment as governed by the South African Labour Relations Act, No. 66 of 1995, as amended. The contracts of the executive directors, executives and senior management do not contain termination packages or excessive notice periods. In view of the scarcity of executive skills in South Africa, and to make provision for an orderly handover to successors, the CEO's and CFO's notice periods are six calendar months, while the rest of the Exco's notice periods are three calendar months. Payments on termination of employment, sign-on, retention or restraint payments, commissions and allowances are limited to contractual, legal and/or negotiated obligations. Any deviations from this policy in relation to senior executives require appropriate motivation and the specific approval of the committee.

Non-executive directors' fee policy

The NEDs receive fees for services rendered to the company. NEDs' fees are reviewed annually, considering inflation and market benchmarks based on research into trends in NED remuneration among companies of a similar size and complexity. The fee proposals endorsed by the board are presented at the AGM for shareholder approval, by special resolution, prior to payment for the following year. Fees are not linked to the company's share price performance or our results. NEDs cannot participate in and therefore do not qualify for shares in terms of the LTI scheme and do not hold share rights under this scheme.

Regulatory compliance

In line with the recommendations of King IV™, in addition to the statutory requirement to obtain shareholder approval for the payment of fees to the NEDs, the remuneration policy and implementation report will be tabled each year for separate non-binding advisory votes by shareholders at the AGM. Should shareholders vote against either the remuneration policy or the remuneration implementation report by 25% or more of the total voting rights exercised at the AGM, the committee will issue an invitation to dissenting shareholders to engage with them in order to address legitimate and reasonable concerns.

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ANNEXURE E IMPLEMENTATION AND REMUNERATION DISCLOSURE FOR FY25

Refer to agenda point 6 – Ordinary resolution number 6.2 (non-binding advisory vote)

Introduction

Our remuneration implementation report provides details on how we implemented our FY25 remuneration policy, relative to our FY25 performance. Our FY25 remuneration policy received more than 75% shareholder support at the 2024 AGM.

The committee applied our remuneration policy without deviation. This remuneration implementation report will be put to a non-binding advisory vote by shareholders at our 2025 AGM.

As per the disclosure approach incorporated in the implementation and disclosure report approved by shareholders at the 2024 AGM, the remuneration disclosures in this report reflect the following in relation to executive directors and executives:

• guaranteed salary; and
• incentives earned (AIBs and LTIs) based on the group's FY25 performance.

Since the AIBs and LTIs earned are only determined after finalisation of our AFS, these amounts are provided for in FY25, but will only be paid during FY26.

The context for our FY25 remuneration outcomes

The prolonged weakness in the macroeconomic environment throughout the year contributed to challenging trading conditions, with the fourth quarter particularly difficult for the group. While there was demand for the group's products and services, it was subdued, and prices and margins were generally under pressure due to consumer price sensitivity and intense competition, reflective of the broader macroeconomic challenges.

The group recently invested in several major multiyear projects, amounting to c. R2.6 billion, which were completed during 2H24. These projects were successfully ramped up during the year and are expected to have useful lives of more than 20 years. EPS and HEPS were lower, due mostly to the increased operating and finance costs related to the major projects, with utilisation not yet optimal due to the ramp-up, reduced volumes in Unitrans, and lower tax incentives on the major projects. EPS was further affected by impairments of goodwill, intangible assets and property, plant and equipment attributable to prior investments made in Safripol, Feltex and Optix.

FY25 reflected the first year of operation of the group's major capital projects. The operational and financial effects related to the start-up and ramp-up of these projects are not unusual for projects of this nature and scale and will therefore ease over time. These projects

offer good growth opportunities for the group over the medium term. In addition, management continues to focus on realising value from the major projects, addressing areas of underperformance and reducing net debt.

Salient features of the group's performance are discussed in the CFO's review on page 45 of the integrated report, with further details provided in the FY25 AFS, available on our website.

Guaranteed salary

Guaranteed salary or CTC increases for FY25 were awarded across the group with reference to inflation, except where there were changes in responsibilities and roles that warranted higher or lower adjustments. We awarded a general inflation-linked increase of 6%, effective 1 July 2024, to employees who fall outside the collective bargaining unit. Increases for bargaining unit employees were implemented in line with the collective agreements of relevant bargaining unit structures.

The guaranteed salary of executive directors is reflected as follows:

	2025 R	2024 R	Increase %
GN Chaplin	11 561 000	10 907 000	6
FH Olivier	7 303 000	6 890 000	6
SP Lunga1	5 241 000	4 804 000	9
Total	24 105 000	22 601 000

¹ SP Lunga's average increase for the year was 9%, which reflects the current year's adjustment and the timing effect of the prior year's increase, which was only effective 1 January 2024.

The combined guaranteed salary of other Exco members is reflected as follows:

	2025	2024	Increase
	R	R	%
Other Exco members	52 029 000	46 956 750	11

Note: The average increase for the year was 11%, which mostly reflects the current year's adjustment, the timing effect of the prior year's increase for divisional CEOs (which was only effective 1 January 2024), and changes in the Exco.

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Annual incentive bonus

Measurement criteria are designed to motivate executives and senior management to achieve the group's strategic and financial priorities. The FY25 remuneration policy, which includes the measurement criteria set for FY25, received more than 75% shareholder support at the 2024 AGM. The table below sets out the measurement criteria and targets applicable to the FY25 AIB scheme for executive directors and our performance against these:

Measurement criteria	Proportion	Targets	Achievements	Targets achieved	Proportion achieved
HEPS growth ≥ 95% of target (threshold)	20%	40.7 cents	24.1 cents	x	–
HEPS growth = 100% of target (on-target)	20%	42.8 cents	24.1 cents	x	–
HEPS growth ≥ 105% of target (stretch)	20%	44.9 cents	24.1 cents	x	–
Net debt reduction ≥ R1 billion	20%	R1 billion	R220 million	x	–
Cash flow conversion ≥ 90%	20%	90%	88%	x	–
B-BBEE score against budget	(10%)	Level 4	Level 4		–
	100%				–

As reflected in the table above, none of the AIB targets for FY25, which included HEPS, cash flow conversion and net debt reduction targets, were met and therefore no AIB incentives were earned by the executive directors as further outlined below:

• The HEPS target of 42.8 cents was not achieved.
• Compared with FY24, HEPS decreased by 47% to 24.1 cents, mostly due to the lower operating profit, and the following factors:
• » higher finance costs, no borrowing costs were capitalised during the current financial year whereas R173 million was capitalised in the prior year, of which R136 million was attributable to the new PG Bison MDF line; and
• » lower tax incentives on PG Bison's new MDF line resulted in a R199 million increase in the taxation expense.
• Cash generated from operations decreased by 13% to R3.0 billion due to the lower EBITDA and an increase in working capital, with the cash flow conversion at 88%. The cash flow conversion target of 90% was therefore not achieved.
• The net debt reduction target of R1 billion was not achieved. The reduction in net interest-bearing debt of R220 million was below target due to lower-than-expected EBITDA.

The committee did not exercise its discretion to make adjustments to incentive awards to the executive directors as reflected in the table below:

	2025 R	2024 R
GN Chaplin	–	3 272 100
FH Olivier	–	2 067 000
SP Lunga	–	1 483 200
	–	6 822 300

The following table sets out the AIBs earned by other Exco members in relation to the performance of our divisions and certain corporate initiatives for FY25 relative to the measurement criteria and targets applicable:

	2025	2024
	R	R
Other Exco members	23 303 954	34 065 200

Regarding AIBs earned by other Exco members, there were varying levels of achievement against the divisional and corporate services measurement criteria, ranging from 0% to 85% achievement of required targets.

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Long-term incentives

Vesting of LTIs

LTIs awarded to executives in December 2022 ('FY23 LTI awards') were awarded in accordance with the FY23 remuneration policy, which received more than 75% shareholder support at the November 2022 AGM. These awards will vest in December 2025, based on the measurement criteria and targets set out below, and relate to the cumulative three-year period from 1 July 2022 to 30 June 2025. Vesting is dependent on the achievement of the measurement criteria and continued employment of the participants until the vesting date or being deemed a good leaver.

The following table sets out the measurement criteria and targets applicable to the December 2025 vesting of the FY23 LTI awards and the group's performance against these:

Measurement criteria	Proportion	Targets		Achievements Targets achieved	Proportion achieved
Core HEPS > GDP growth + CPI	37.5%	211.8 cents	111.3 cents	x	–
ROE > KAP WACC	37.5%	13.1%	7.8%	x	–
Individual KPIs	25%	Per individual	Per individual		25%
	100%				25%

As reflected in the table above, only the individual KPIs were earned by the executive directors as further outlined below:

• HEPS growth is measured over the cumulative three-year period from 1 July 2022 to 30 June 2025. Performance over this period was mostly negatively affected by a downturn in the global polymers cycle; a weaker performance by Unitrans; and the near-term financial and operational impact of our major projects. The HEPS growth target was therefore not achieved.
• ROE is measured over the cumulative three-year period from 1 July 2022 to 30 June 2025. During this period, the group was engaged in several major, multiyear projects to entrench our market leadership position in select sectors and support future growth. As the group's earnings declined over the period, as discussed above, the ROE target was not achieved.
• The group has a rolling five-year strategic plan, which incorporates strategic initiatives at both corporate services and divisional level, with specific deliverables and targets. We have developed a framework, consisting of eight workstreams, to drive the implementation of the group's strategic initiatives by Exco members. These include: KAP value realisation, organisational design, operational strategy, revenue growth, human capital strategy, resilience strategy, procurement strategy and IT/digital strategy. Individual KPIs in relation to the LTIs are based on the implementation of these workstreams, and are designed to reward executive performance for the achievement of our longterm goals. Progress on the workstreams is monitored by our board, our Exco and the divisional boards.

Individual executive director KPI assessment

The KPIs for our CEO, CFO and corporate affairs executive are described below:

CEO KPIs

• Implementing strategic initiatives to deliver on the group's five-year plan, which includes value extraction from our major projects;
• restructuring and turning around underperforming businesses;
• net debt reduction;
• revenue growth;
• interrogating and contributing to the development of divisional strategies; and
• populating divisional Excos with competent executives to build leadership capacity to deliver on the group and divisional strategies.

CFO KPIs

• Developing and implementing a resilience strategy (energy and water) to sustain continued operations and reduce risk and costs;
• executing the procurement strategy to realise cost savings and remain cost competitive;
• formulating and implementing the IT and digitisation strategy to ensure that the group has optimal systems architecture, designs and applications to create new value and support the execution of operational strategies; and
• ensuring that the group has an optimal capital structure and achieves compliance with bank covenants.

Corporate affairs executive KPIs

• Actively representing the group in engagements with national and local government structures through industry bodies to promote growth-oriented policies, support local economic development, infrastructure development, industry competitiveness, consistent supply of electricity and water in areas where KAP businesses are located;
• supporting the KAP CEO in populating divisional Excos with competent executives to deliver on the group and divisional strategies;
• ensuring that the talent management, performance management and incentive design of the group support the execution of operational strategies; and
• maintaining the group's B-BBEE rating and ensuring compliance with new EE legislation.

The committee reviewed the performance of the executive directors against the deliverables set out in the KPI assessment framework and approved the awards related to individual KPI performance metrics, with the exception of the KAP CEO, GN Chaplin, who resigned (effective 31 October 2025) and therefore no longer qualifies for the LTI.

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LTI summary

The following table reflects the number of share rights allocated in terms of the LTI scheme, the number of rights forfeited due to nonqualification or non-achievement of measurement criteria targets, the number of rights exercisable, and the value thereof for FY25. The rules of the LTI scheme were applied without deviation.

Share rights exercisable	Number of rights allocated R	Number of rights forfeited R	Number of rights exercisable R	Value of rights exercisable R
20251
Executive directors
GN Chaplin FH Olivier SP Lunga	4 020 903 2 540 022 1 369 342 7 930 267	(4 020 903) (1 905 016) (1 027 006) (6 952 925)	– 635 006 342 336 977 342	– 1 301 762 701 789 2 003 551
Other Exco members	8 178 236	(4 759 632)	3 418 604	7 008 138
20242
Executive directors
GN Chaplin FH Olivier SP Lunga	3 914 419 2 472 665 1 211 845 7 598 929	(2 935 814) (1 854 498) (908 883) (5 699 195)	978 605 618 167 302 962 1 899 734	3 229 397 2 039 951 999 775 6 269 123
Other Exco members	5 895 183	(2 467 284)	3 427 899	11 312 067

¹ The share price at 30 June 2025 of R2.05 is used as an indication of the value on 1 December 2025.

² The market price of share rights exercised was R3.30 on 1 December 2024.

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	of rights at Market value 30 June 2025R vestingR of rights on	– 3 229 397	– –	– –	– –	– 3 229 397		– 2 039 951	1 301 762 –	2 294 545 –	9 158 176 –	12 754 483 2 039 951	– 999 775	701 789 –	1 237 005 –	5 234 281 –	7 173 075 999 775
The following table reflects the outstanding share rights of our executive directors at 30 June 2025, which have been allocated in terms of the rules of the LTI scheme:	Market value Market value of rights at grant dateR	16 557 992	17 289 883	18 710 810	23 337 976	75 896 661		10 459 373	10 922 095	11 819 702	14 742 430	47 943 600	5 126 104	5 888 171	6 372 076	8 425 916	25 812 267
	Number of rights as at 30 June 2025	–	–	–	–	–		–	635 006	1 119 290	4 467 403	6 221 699	–	342 336	603 417	2 553 308	3 499 061
	Number of rights exercised	(978 605)	–	–	–	(978 605)		(618 167)	–	–	–	(618 167)	(302 962)	–	–	–	(302 962)
	Number of rights lapsed/ forfeited	(2 935 814)	(4 020 903)	(7 087 428)	(7 072 114)	(21 116 259)		(1 854 498)	(1 905 016)	(3 357 870)	–	(7 117 384)	(908 883)	(1 027 006)	(1 810 248)	–	(3 746 137)
	Number of rights awarded	3 914 419	4 020 903	7 087 428	7 072 114	22 094 864	2 472 665		2 540 022	4 477 160	4 467 403	13 957 250	1 211 845	1 369 342	2 413 665	2 553 308	7 548 160
	Vesting date	Dec-24	Dec-25	Dec-26	Dec-27		Dec-24		Dec-25	Dec-26	Dec-27		Dec-24	Dec-25	Dec-26	Dec-27
	Offer date	Dec-21	Dec-22	Dec-23	Dec-24		Dec-21		Dec-22	Dec-23	Dec-24		Dec-21	Dec-22	Dec-23	Dec-24
	Executive directors	GN Chaplin1					FH Olivier						SP Lunga

GN Chaplin's share rights were forfeited following the announcement in May 2025 of his intention to step down from the chief executive officer position of KAP with effect from 31 October 2025.

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Disclosure of single-figure remuneration

Our executive directors' single-figure remuneration for FY25 and FY24, reflected below, includes their guaranteed salary as well as AIBs and LTIs earned based on FY25 and FY24 performance. The AIBs and LTIs are only payable in FY25 and FY26, respectively.

	2025		2024
	R	%	R	%
GN Chaplin	11 561 000	100	17 408 497	100
Guaranteed salary	11 561 000	100	10 907 000	62
AIB	–	–	3 272 100	19
LTI	–	–	3 229 397	19
FH Olivier	8 604 762	100	10 996 951	100
Guaranteed salary	7 303 000	85	6 890 000	62
AIB	–	–	2 067 000	19
LTI	1 301 762	15	2 039 951	19
SP Lunga	5 942 789	100	7 286 975	100
Guaranteed salary	5 241 000	88	4 804 000	66
AIB	–	–	1 483 200	20
LTI	701 789	12	999 775	14

The remuneration actually paid to executives in FY25, which includes the FY25 guaranteed salary and AIBs and LTIs paid based on FY24 performance, is summarised in note 38 of our FY25 AFS.

Our executive directors' single-figure remuneration represents the following percentages of total possible remuneration:

CEO

FY25	Guaranteed salary	AIB	LTI	Total
Possible maximum remuneration	100%	150%	167%	417%
Earned	100%	0%	0%	100%

	Guaranteed
FY24	salary	AIB	LTI	Total
Possible maximum remuneration	100%	150%	167%	417%
Earned	100%	30%	42%	172%

CFO

FY25	Guaranteed salary	AIB	LTI	Total
Possible maximum remuneration	100%	150%	167%	417%
Earned	100%	0%	42%	142%

FY24	Guaranteed salary	AIB	LTI	Total
Possible maximum remuneration	100%	150%	167%	417%
Earned	100%	30%	42%	172%

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Corporate affairs director

FY25	CTC	AIB	LTI	Total
Possible maximum remuneration	100%	150%	133%	383%
Earned	100%	–	33%	133%
FY24	CTC	AIB	SRS	Total
Possible maximum remuneration	100%	150%	133%	383%
Earned	100%	30%	33%	163%

Non-executive directors' fees paid

The remuneration of the NEDs is not linked to the company's share price, its share performance or its results. NEDs do not receive incentive payments and are not participants in the LTI scheme and therefore do not hold share rights under this scheme.

NED fees are reviewed and adjusted annually, based on inflation, as well as market benchmarks following independent research, every second year, into trends in NED remuneration among companies of a similar size and complexity. In line with industry norms and the practice of most South African listed companies, the group makes use of a fixed-fee structure to compensate NEDs.

The group's FY25 proposed fees for the NEDs were approved at the 2024 AGM with the required majority of more than 75% of the eligible votes cast.

In terms of this fee structure, NEDs receive a fixed fee per board membership and relevant board committee membership. Besides the investment committee members, who continued to receive fees on a per meeting attendance basis due to the nature of the committee's unpredictable meeting requirements, no other meeting attendance fees were paid to the NEDs, irrespective of the number of additional ad hoc meetings such directors may have attended during the year.

The following fees were therefore paid to NEDs in line with the fee structure approved at our 2024 AGM:

	2025	2024
Non-executive directors' fees (excluding VAT)	R	R
Z Fuphe	1 300 551	1 200 278
KJ Grové1	–	360 830
JA Holtzhausen	1 430 908	949 499
KT Hopkins	1 318 118	1 217 296
TC Isaacs	1 085 750	996 757
SN Maseko2	745 396	251 554
V McMenamin	640 992	520 365
AFB Mthembu3	745 396	369 751
SH Müller	1 300 551	1 246 678
PK Quarmby4	613 077	1 493 481
S Totaram5	173 811	–
	9 354 550	8 606 489

¹ Resigned effective 21 November 2023.

Forward-looking proposed NEDs' fees for FY26 will be presented for shareholder approval at our 2025 AGM.

² Appointed effective 15 March 2024.

³ Appointed effective 15 January 2024.

⁴ Resigned effective 29 November 2024. ⁵ Appointed effective 5 May 2025.

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Benchmarking of remuneration

In terms of the two-year cycle specified in our remuneration policy, the group was required to perform a grading and benchmarking review of the remuneration of the executive directors during FY25. The committee resolved to defer the grading and benchmarking review for executive directors to FY26 following the resignation of the KAP CEO on 28 May 2025 and the appointment of the current KAP CFO to the position of CEO effective 1 November 2025.

Malus and clawback

There was no requirement to invoke the malus and clawback requirements of the remuneration policy during the year.

Minimum shareholding requirements

All relevant employees complied with the minimum shareholding requirements of the remuneration policy.

Service contracts

No service contracts were entered into during the year with specified termination packages or excessive notice periods.

Statement of fair and responsible remuneration

The committee is satisfied that the remuneration of executive directors and other senior executives takes appropriate account of remuneration and employment conditions of other employees in the group, and that the remuneration policy is fair and responsible in the context of overall employee remuneration.

The committee believes that the remuneration policy is fit for purpose and achieves the high-level objectives of attraction, retention and performance motivation of our executives, managers and employees across all levels of the group. The committee further believes that, in the context of a very challenging macroeconomic and sociopolitical environment and the successful conclusion of the group's recent major investment cycle, the remuneration matters have been managed appropriately and responsibly.

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ANNEXURE F MAJOR SHAREHOLDERS OF THE COMPANY AS AT 30 JUNE 2025

Disclosure of beneficial interest of major shareholders

			2025 % of Number of shares 63.38 736 507 17.35 7 360 095 11.85 42 477 911 4.96 162 549 530 2.08 600 825 782 0.38 1 687 238 216 100.00 2 501 188 041 98.10 2 122 079 165 1.90 379 108 876 100.00 2 501 188 041 99.84 2 486 692 492 0.16 14 495 549 0.09 11 039 095 0.03 261 000 0.04 3 195 454 100.00 2 501 188 041 523 068 257
	Number of shareholders	shareholders		% of shares
Shareholder spread
1 – 1 000 shares	6 157			0.03
1 001 – 10 000 shares	1 685			0.29
10 001 – 100 000 shares	1 151			1.70
100 001 – 1 000 000 shares	482			6.50
1 000 001 – 10 000 000 shares	202			24.02
10 000 001 shares and over	37			67.46
	9 714			100.00
Resident/non-resident split
Resident	9 529			84.84
Non-resident	185			15.16
	9 714			100.00
Public/non-public shareholding
Public	9 698			99.42
Non-public	16			0.58
Directors and their associates	9			0.44
Extended family of directors	3			0.01
Directors of major subsidiaries and their associates	4			0.13
	9 714			100.00
Beneficial shareholdings greater than 5%
Government Employees Pension Fund				20.91
Allan Gray			421 711 206	16.86
			2025 %	2024 %
Shareholders with a beneficial interest above 5%
Government Employees Pension Fund			20.91	19.97
Allan Gray			16.86	16.37

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FORM OF PROXY

KAP LIMITED

Registration number: 1978/000181/06) | JSE share code: KAP | ISIN: ZAE000171963 | LEI code: 3789001F51BC0045FD42

('KAP' or 'the company')

For use at the company's 47th annual general meeting ('AGM') of the shareholders of KAP to be held at 15:00 on Wednesday, 26 November 2025, at the Protea Hotel, Techno Avenue, Technopark in Stellenbosch, and via electronic communication and at any adjournment thereof.

Only shareholders who hold shares in certificated form and shareholders who have dematerialised their shares but hold them in 'own-name registration' must complete this Form of Proxy.

Other shareholders who wish to attend and vote at the AGM, should obtain written authority (letter of representation) from their CSDP/broker to attend and vote at the AGM, or if unable to attend the AGM, and wish for their votes to be recorded, should furnish their voting instructions to their CSDP/broker.

I/We		(full name(s) in block letters)
of		(address)
being the registered holder(s) of		ordinary shares, hereby appoint:
1	of	or failing him/her
2	of	or failing him/her

My/our proxy may vote in favour of and/or against the resolutions and/or abstain from voting in respect of the shares registered in my/our name(s) in accordance with the following instructions (see notes on the reverse hereof):

	Voting instructions in respect of all/	shares held Number of votes (one vote per share)
	(number)	In favour of	Against	Abstain
	Presentation of annual financial statements		Non-voting agenda point
1.	Ordinary resolution number 1: Reappointment of independent external audit firm and individual auditor
2.	Ordinary resolution number 2: Confirmation of the appointment of S Totaram as director, made by the company's board
3.	Ordinary resolution number 3: Re-election of directors who retire by rotation
	3.1 SH Müller
	3.2 KT Hopkins
4.	Ordinary resolution number 4: Election and re-election of audit and risk committee members
	4.1 KT Hopkins
	4.2 Z Fuphe
	4.3 S Totaram
5.	Ordinary resolution number 5: Election of sustainability, social and ethics committee members
	5.1 Z Fuphe
	5.2 SN Maseko
	5.3 FH Olivier
6.	Ordinary resolution number 6: Non-binding advisory votes to endorse KAP's:		Non-binding advisory votes
	6.1 Remuneration policy
	6.2 Implementation report on the remuneration policy
7.	Ordinary resolution number 7: Ratification of transactions relating to personal financial interest arising from the
	executive directors' multiple intergroup directorships
8.	Special resolution number 1: Approval of fees payable to non-executive directors:
	1.1 Independent non-executive chairperson
	1.2 Lead independent non-executive director
	1. 3 Board member
	1.4 Audit and risk committee chairperson
	1.5 Audit and risk committee member
	1.6 Human capital and remuneration committee chairperson
	1.7 Human capital and remuneration committee member
	1.8 Sustainability, social and ethics committee chairperson
	1.9 Sustainability, social and ethics committee member
	1.10 Nomination committee chairperson
	1.11 Nomination committee member
	1.12 Investment committee chairperson
	1.13 Investment committee member
9.	Special resolution number 2: Financial assistance for subscription of securities
	10. Special resolution number 3: Financial assistance to related and interrelated companies
	General business		Non-voting agenda point

Shareholders must insert an 'X' in the appropriate block if they wish t o vote all their shares in the same manner. If not, insert the number of votes in the appropriate block. The total number of votes may not exceed the total to which the shareholder is entitled. Unless otherwise instructed, a shareholder's proxy may vote as he/she thinks fit.

Signed at this day of 2025

Signature

Any instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of the power of attorney, must be forwarded to Computershare at the address stated overleaf to reach them by 15:00 on Monday, 24 November 2025 or may be handed to the chairperson of the AGM before the appointed proxy exercises any shareholder rights at the AGM.

³ the chairperson of the AGM, as my/our proxy, to vote for me/us and on my/our behalf at the AGM, and at each adjournment thereof, on all resolutions proposed below.

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NOTES TO THE FORM OF PROXY

• 1. This Form of Proxy should be used only by certificated shareholders or shareholders who have dematerialised their shares with 'own-name registration'.
• 1. All other shareholders who wish to attend the AGM must arrange with their CSDP or broker to provide them with the necessary written authorisation (letter of representation) to attend the AGM. If they elect not to attend the AGM, and wish their votes to be recorded, they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. Meeting participants will be required to provide proof of identification to the reasonable satisfaction of the chairperson of the AGM and must, accordingly, present their driver's licence, identity document or passport in order to participate at the AGM. If in any doubt as to whether any document will be accepted as satisfactory proof of identity, participants should contact the transfer secretary ('Computershare').
• 1. A shareholder may insert the name(s) of one or more proxies, none of whom need to be a shareholder of the company, in the space provided. The person whose name appears first on the Form of Proxy and who is present at the AGM will be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are indicated, the proxy may be exercised by the chairperson of the AGM.
• 1. A shareholder's instruction on the Form of Proxy must be indicated by the insertion of a number of shares in the appropriate space provided, or an 'X' if the shareholder wishes to vote all the shares. Failure to comply with the above will be deemed to authorise the chairperson of the AGM (if he is the authorised proxy), or any other appointed proxy, to vote all the shareholder's exercisable votes as he/she deems fit. In general, a shareholder or his/her proxy is not obliged to use all the votes exercisable, but the total of the votes cast, together with any abstentions recorded, may not exceed the total of the votes exercisable by the shareholder or by his/her proxy.
• 1. The completion and lodging of this Form of Proxy shall not preclude the shareholder from attending, speaking and voting in person at the AGM to the exclusion of any proxy appointed in terms hereof.
• 1. Should this Form of Proxy not be completed and/or received in accordance with these directives, the chairperson of the AGM may accept or reject it, provided that, in the case of acceptance, the chairperson is satisfied as to the manner in which the shareholder's votes are to be recorded.
• 1. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by Computershare at an earlier stage.
• 1. Documentary evidence establishing the authority of the person signing this Form of Proxy in a representative or other legal capacity must be attached to this Form of Proxy unless previously recorded by Computershare, or waived by the chairperson of the AGM.
• 1. The chairperson of the AGM shall be entitled to reject the authority of a person signing this Form of Proxy:
• 9.1 under a power of attorney; or
• 9.2 on behalf of a company or on behalf of another entity,

unless that person's power of attorney or authority has been deposited with and registered by Computershare at the respective addresses stated below before the time fixed for commencement of the AGM.

• 1. Where shares are held jointly, all joint holders are required to sign the Form of Proxy.
• 1. Any alterations of or correction to this Form of Proxy must be initialed by the signatory(ies).
• 1. On a show of hands, every shareholder present in person or represented by proxy shall have only one vote, irrespective of the number of KAP shares he/she holds or represents. On a poll, every shareholder present in person or represented by proxy shall have one vote for every KAP share held by such shareholder. It is the intent that all voting at the AGM will take place by way of a poll.
• 1. To avert a potential administrative burden at the AGM, completed Form of Proxy must be e-mailed to proxy@computershare.co.za to be received by Computershare by no later than at 15:00 on Monday, 24 November 2025. In the alternative, Forms of proxy may be handed to the chairperson at the AGM before the appointed proxy exercises any shareholder rights at the AGM.

Important addresses and contact particulars

Transfer secretary

Computershare Investor Services Proprietary Limited Rosebank Towers 15 Biermann Avenue Rosebank 2196

Private Bag X9000 Saxonwold, 2132 South Africa

Tel: +27 11 370 5000

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