REX TRUEFORM GROUP LIMITED — Annual Report 2022

Oct 31, 2022

INTEGRATED ANNUAL REPORT 2022

TABLE OF CONTENTS

ABOUT REX TRUEFORM

Scope, Boundary and Approval of theIntegrated Annual Report	1
Group Profile	2
Our Timeline	4

OVERVIEW

Chairman's Report	6
Chief Executive Officer's Report	7
Financial Director's Report	10
Financial Highlights	12
Five-Year Review	13

SEGMENT ANALYSIS

Retail Segment Review	18
Property Segment Review	26
Water Infrastructure Segment Review	30
Media and Broadcasting Segment Review	32

GOVERNANCE

Board of Directors	36
Executive Management	39
Our approach to Corporate Governance	40
Our Governance Structure	46
Risk Committee Report	50
Social and Ethics Committee Report	56
Group Stakeholder Engagement	62
Audit Committee Report	64
Remuneration Report	66

FINANCIAL STATEMENTS

Statement of Responsibility	71
Directors' Report	72
Summarised Consolidated Statementof Financial Position	76
Summarised Consolidated Statementof Comprehensive Income	77
Summarised Consolidated Statementof Changes in Equity	78
Summarised Consolidated Statementof Cash Flows	79
Segmental Analysis	80

SHAREHOLDERS' INFORMATION

Unaudited Shareholders' Information	83
Share Performance	84
Value Added Statement	85
Notice of Annual General Meeting	86
Annexure A	92
Form of Proxy	93
Electronic Participation Application Form	95
Shareholder Calendar	97
Corporate Information	98

OTHER APPENDICES

Abbreviations	99
Definitions	100

SCOPE, BOUNDARY AND APPROVAL OF THE INTEGRATED ANNUAL REPORT

The company is pleased to present its integrated annual report to stakeholders in line with the principles of King IV.

Report content

This integrated annual report covers the annual financial reporting period 1 July 2021 to 30 June 2022 of the company and all subsidiaries within the group, including the retail, property, water infrastructure, media and broadcasting segments as defined within the group (refer to the notes to the financial statements). The group operates mainly in South Africa.

We have included only a general narrative on strategy, risks, opportunities and sustainability issues identified within the group. All financial information provided, which is supported by the annual financial statements, has been prepared in terms of International Financial Reporting Standards, while financial key performance indicators and ratios calculated using non-financial information have been provided based on internal management information, and are defined within the integrated annual report.

This integrated annual report includes summarised extracts from the group's annual financial statements. The full set of annual financial statements can be found on the company's website at www.rextrueform.com.

External assurance

Assurance on the financial statements contained in this integrated annual report has been provided by the external auditors, PwC Inc. These financial statements form the basis of the financial disclosure in the integrated annual report.

Approval of integrated annual report

The board acknowledges its responsibility to ensure the integrity of the integrated annual report. The board has accordingly, applied its mind to the integrated annual report and in its opinion the integrated annual report addresses all material issues and presents fairly the integrated performance of the organisation. The board authorised the integrated annual report for release on 31 October 2022.

MA Golding Chief executive officer Authorised director

PM Naylor Chairman Authorised director

GROUP PROFILE

Rex Trueform was established in Cape Town in 1937 and has been listed on the JSE since 1945. The company has interests in the retailing of fashion apparel, property, water infrastructure, media and broadcasting sectors.

Retail segment

The group has a significant interest in the retailing of fine-quality women's and men's clothing and related accessories through its ownership of Queenspark, which operates a nationwide chain of Queenspark stores in South Africa.

Property segment

The group owns a portfolio of properties located in Cape Town. These properties are held either for the purpose of operations or for investment. Group properties utilised (or part-utilised) by the retail segment include the group's head office premises and the distribution centre premises.

Water infrastructure segment

The group owns a minority interest in SAWWH, which is a 100% South African, majority black-owned, private water and waste water utility group operating via controlled subsidiaries, under 30-year water concession agreements in Mpumalanga and KwaZulu-Natal.

Media and broadcasting segment

The group owns a majority interest in Telemedia which is a broad-based media broadcast facility focused on the supply, installation and service support for radio and television broadcasting equipment.

OVERVIEW

CHAIRMAN'S REPORT

The operating environment has been undergoing significant change over the past few years and the past year has been unprecedented to the extent that it could never have been foreseen. In addition to the ongoing impact of the Covid-19 pandemic we had to deal with the riots and unrest in KwaZulu-Natal and Gauteng, load shedding, the Russian-Ukraine crisis that has destabilized global energy supply coupled with rising inflation.

Furthermore, the other risks to our business include climate change, environmental degradation and the ever-increasing widening of inequality. Notwithstanding these challenges we have traded very satisfactorily and continue to serve all our stakeholders very well. I am therefore very proud of our management team for their determination and commitment.

The retail division has achieved a significant improvement in the results as compared to the previous year. The improvement can be attributed to the consolidation of our strategy aimed at controlling costs and satisfying customer needs through improved customer relationships. The improvement in our margins and trading densities is very encouraging. The first month of trading in the new financial year has been equally impressive.

The water division has appealed two court rulings in respect of two legal matters which resulted in the group's loan being impaired in the event of adverse appeal decisions. The result being a loss as a result of this impairment.

Our property investment remains stable despite a tough operating environment in the office rental sector. To this end, we have increased our investment with the acquisition of a controlling interest in a property investment company that owns five fully tenanted industrial properties in Epping Industria which became effective in August 2022.

The Telemedia investment was fully implemented in 1 March 2022 and has already made a positive contribution to the after-tax profits of the group. Management will be focusing on integrating and optimising the existing operations of Telemedia in the coming months.

We are specifically working towards increasing our environmental, social and governance disclosures in line with local and international frameworks including the guidance recently published by the JSE.

We are committed to meeting our climate change related targets to ensure fair labour and wage practices, the upholding of human rights and fair trade across our supply chain.

Catherine Lloyd resigned as chief executive officer on 31 July 2022, however, will stay on as a director. I extend my sincere thanks to Catherine for her invaluable and dedicated service to the group as chief executive officer. Marcel Golding resigned as chair of the group in order to take up the position of chief executive officer of the group on 31 July 2022 as such I was appointed as chair on an interim basis.

In conclusion, I would like to pay tribute to our people, our chief executive officer, management and our board. They performed extremely well in very difficult circumstances. The coming year will be very exciting as we explore new opportunities to expand our asset base and further diversify the income streams of the group.

PATRICK NAYLOR

CHIEF EXECUTIVE OFFICER'S REPORT

Introduction

The past year we saw significant improvements in the company as a whole. However, the overall economic climate remains very challenging in the sectors in which we operate.

What and how we plan to deal with them I will elaborate below.

The global economic climate has changed radically in the past eighteen months with rising interest rates and testy economic headwinds.

Compounding the domestic situation are key challenges that need to be addressed if we are to reach our corporate goals, the economy flourish and our country emerging from the quagmire of uncertainty:

• Load-shedding has been one of the most disruptive factors affecting business' ability to operative effectively;
• The inefficiency in the ports for businesses that rely on imports and exports;
• Unnecessary bureaucracy and often inefficiency in the public sector and regulatory authorities; and
• Failing infrastructure and the collapse of many of the municipalities.

The group notes with concern the outcome of the Zondo Commission of Inquiry revealing the depth of corruption in our institutions. This is the most disappointing aspect of social life when our country held such great promise to bring people together, narrow the poverty gap, improve education and provide opportunities for all.

But these features of social division, tension and strive are becoming global features of the political landscape as the energy crisis worsens globally, inflation bites into the life of all working people, interest rates going up and life generally becoming harder. So soon after Covid it looks bleak but there remains huge potential that resides in the country.

It is going to be a tough few years ahead and we have to prepare as a company to deal with these headwinds.

What have we done and what do we have installed for the future?

Retail

From the results, it is evident that much work has gone into getting the returns of capital and the profitability improved. These measures included decreasing store sizes, improving trading densities; better stock control and lastly getting our employees on the correct salary and wage bands.

The next phase of our plan is to improve the online store as well as the number of physical stores over the next two years, and invest more heavily in the training and development of our staff and expand the retail offering with new products.

These three aspects will be the core of the plan for the next few years:

• to make our products more accessible with store and volume growth;
• getting our staff well supported and trained to provide improved customer satisfaction; and
• expand the range of products and services for our clients

Although retail remains a very competitive space, we believe that Queenspark's positioning is unique and retaining and growing this niche is possible despite the initial headwinds.

To expand the retail diversity, the group is looking at a few new areas for potential expansion. We hope this will take route in the coming few years.

MARCEL GOLDING

Property

This area of our business has grown well during the year with a few acquisitions. The focus has been to acquire well positioned assets predominantly in the Western Cape that support the industrial focus property portfolio we wish to build.

There are a few initiatives we are examining to finally bring our Rex 2 development to fruition. The heritage concerns have always been inhibiting factors to any initiative but this we believe is behind us.

Infrastructure

In this area we should be doing much better, but have been plagued with challenges. We remain optimistic that these challenges can be dealt with but it requires conscientious focus.

The court setbacks which are detailed in the financial report are symptomatic of the malaise we in, but it has not hampered the steady progress we have been making and in reducing the debt on the assets.

The non-payment by some of our clients has been frustrating but will be tackled with more vigour in the coming year.

The key issue is to extend our existing contracts so we focus on investment in these areas that need water and enhance the infrastructure for the communities.

Water and sanitation are key matters for our country's progress and should not be neglected as it has been in many municipalities. The failure of many of these facilities in our municipalities need not be the case.

But short sightedness will lead to sever long term problems not only leading to water shortages but on the health and wellbeing of communities.

To avoid what we are seeing in the energy sector, Government needs to act with speed in the water and sanitation sectors investing more in infrastructure, repair and maintain existing water and sanitation infrastructure.

Neglect in this area will lead to catastrophic consequences and set our country back even further.

Media and broadcasting

The full benefits of the Telemedia acquisition will become evident in the coming years. We are still in the fulfilment of the warranty phase, so any new initiatives will have to wait until the 3rd quarter of our financial year.

Telemedia and the media logistics area holds much promise if we can successfully stitch together a coherent and integrated plan.

With the advent of streaming and new technologies in the satellite and space area opens up a host of opportunities for Telemedia.

In addition, given the sluggish progress of enhancements in the related media logistics area across Africa, Telemedia is well placed to play a crucial role to deliver sustainable solutions in the sector.

In conclusion, our objective remains to continue to build and improve the asset base of the group in a patient and prudent manner in a number of areas that creates value and opportunity for investors, shareholders, employees and the wider community in which it operates.

Our appreciation to our executives and all the staff for their sterling efforts during the past year.

Marcel Golding Chief Executive Officer

FINANCIAL DIRECTOR'S REPORT

The financial review which follows indicates a further recovery of the group's financial position and performance from that of the last two financial years which were significantly impacted by the Covid-19 pandemic and restrictions imposed on the economy. Despite the normalisation of trading conditions, the second half of the financial year experienced its own unique local and global challenges.

The retail segment remains the largest contributor to the group's revenue and profitability with significant progress being made to further diversify the current investment portfolio and in-turn increase the group's resilience to effectively weather adverse economic circumstances. The results presented reflect the entrepreneurial flexibility within the group allowing the group to both capitalise and optimise on available investment opportunities as and when they arise.

This review of the group's consolidated financial performance for the year ended 30 June 2022, should be read in conjunction with the annual financial statements, the five-year review as well as the business segment reviews. Refer to the financial statements and page 70 to 81 of the annual report for further detail.

Financial performance

Group revenue increased by 35.5% to R665.7m (2021: R491.4m), mainly due to an increase in retail segment turnover. Other revenue, comprising of rental income, tenant recoveries, media and broadcasting revenue and management fee income, increased by 152.5% to R66.8m, mainly driven by the group's strategic acquisition of Telemedia. Investment income increased by 19.4% to R24.8m (2021: R20.7m).

The group realised an operating profit of R88.9m in the current year compared to an operating profit of R50.1m in the prior year. The net profit after tax was R50.7m (2021: R23.5m) resulting in an earnings per share of 255.1 cents (2021: 110.9 cents). Headline earnings per share increased to 266.6 cents (2021: 146.6 cents).

Financial position

The group's capital and reserves increased by R63.5m to R340.7m (2021: R277.2m) with the net asset carrying value per share increasing by 16.2% to R14.89 (2021: R12.81).

Inventory, mainly held in the fashion retail division, increased to R125m at year end (2021: R81.2m). Inventory write-down provisions remained relatively flat at R10.2m (2021: R10.1m), accounting for 7.7% (2021: 11.1%) of the value of inventory on hand at year end.

Against this backdrop, the group remains sufficiently capitalised and has sufficient cash resources to settle debts as and when they fall due. The group generated positive cash flows from operations amounting to R65.6m (2021: R113.3m). Cash and cash equivalents held by the group as at year end amounted to R90.7m (2021: R110.6m).

Investment in capital expenditure of R13.3m (2021: R4.6m) was incurred during the financial year, of which R12.7m (2021: R4.4m) related to the retail segment which primarily consisted of expenditure on new and existing stores.

Retail segment

The heightened Covid-19 alert levels, the Kwazulu-Natal civil unrest, supply chain constraints and a return to high levels of load shedding in the first quarter, introduced a disconcerting start to the financial year. This was followed by the advent of the Omicron Covid-19 variant and hard lockdowns in China. The fashion retail division however delivered a robust set of results for the year.

The post Covid-19 retail leasing environment gave rise to numerous opportunities to expand the store portfolio. An optimistic store roll-out plan resulted in an addition of 10 new stores, with 3 unprofitable stores being permanently closed and 5 large format stores being downsized. There were a total of 86 (2021: 79) stores in operation at year-end with a total weighted average store area of 25,815m2 (2021: 27,187m2 ).

Retail sales saw a recovery to pre-Covid-19 levels increasing by 28.5% to R597.5m (2021: R465.0m), this combined with the decrease in leased store area saw a 35.3% increase in trading density to R22,755 (2021: R16,823) per m2.

Short term rental relief received during the year amounting to R12.8m (2021: R29.2m) has been included in earnings. Leases that were favourably renewed or terminated during the year further resulted in gains on lease modifications recognised in earnings amounting to R14.4m (2021: R27.6m). The full R14.4m has been recognised in earnings as the related rightof-use assets were fully impaired or insufficient to cover the reduction in the lease liability.

Right-of-use lease assets relating to loss-making and low-profitability stores were impaired by R0.3m (2021: R7.2m) during the year under review.

Gross profit margin increased to 54.7% (2021: 52.2%). The segment was the largest contributor to group earnings for the financial year delivering R46.1m (2021: R10.7m) in after tax earnings.

Property segment

The group's property portfolio remained unchanged during the financial year under review. The Rex Trueform Office Park complex in Salt River remained the main income generating operation followed by the property leased to the retail segment as its distribution centre.

Revenue, comprising of rental income and tenant recoveries, increased by 5.4% to R33.3m (2021: R31.6m) resulting in an increase in operating profit by 5.2% to R16.2m (2021: R15.4m).

The market value of the property portfolio remained flat at R207.2m (2021: 207.1m).

The retail and office segments of the commercial property market continues to be negatively impacted as a result of increased vacancies and tenants seeking downsizing and rental reversions. The group has been fortunate to decrease its vacancies to 3% (2021: 9.4%) as at 30 June 2022.

The heightened level of investment in property acquisitions reflect the group's determination for further diversification which translates itself in the two property acquisitions which became effective subsequent to year-end namely:

• On 3 August 2022, all suspensive conditions relating to the group's acquisition of a 51% interest in a property letting enterprise, Belper Investments, were fulfilled. Belper Investments acquired five industrial properties located in Epping, Cape Town, for a total consideration of R104.2m. A R20m loan facility was advanced by Rex Trueform to Belper Investments to purchase the Epping properties. The balance of the funds were raised via bank finance.

• On 20 July 2022, the group entered into an agreement to acquire an industrial property situated at 5 Fitzmaurice Road, Epping, Cape Town for an acquisition consideration amounting to R85m, funded by R20m in cash and a R65m bank loan. The property transferred on 7 October 2022.

Water infrastructure segment

South Africa remains a water-scarce country with a projected water deficit of 17% by 2030. It is both a social and economic imperative that the private sector becomes a strategic partner to government in the provision of water and sanitation services.

Whilst the underlying operating subsidiaries are profitable and cash generative, adverse operational factors were experienced negatively impacting projected profitability and cash flow.

Deadly floods in KwaZulu-Natal caused widespread damage to infrastructure in the Durban area in which Siza Water operates. The entity is also engaged in a legal dispute with Umgeni Water relating to bulk water tariffs with the disputed amount including interest and penalties being in the region of R88m.

Silulumanzi, based in Mbombela, is currently facing legal challenges to the structure of its shareholding. Taking into consideration that the concession covers large indigent areas, cash collection from customers are also under pressure further aggravated by the fact that the City of Mbombela is the operations largest customer with an approximate outstanding debt of R50m at year-end.

Due to the matters indicated above, a R11.1m impairment provision was recognised against the amount receivable from SA Water Works. The equity-accounted investment therefore contributed a loss of R11m (2021: profit of R2.1m) to group earnings.

Media and broadcasting segment

In November 2020, the group together with its holding company, African and Overseas Enterprises Limited, entered into a sale of shares agreement subject to certain suspensive conditions, to acquire 75% of Telemedia Proprietary Limited for a consideration of R67.5m to be settled in cash and shares, with the group acquiring a 63.71% stake for a consideration of R57.5m. The transaction became unconditional and effective as from 1 March 2022.

The segment contributed R39m to group revenue and R6m in after tax earnings for the 4 months to June 2022.

Group services

Group services contributed R10.8m to after tax earnings (2021: R0.4m), mainly due to dividends received from subsidiaries.

Other investments

The group acquired a total of 4,073,655 shares in Texton Property Fund Limited for a total consideration of R14m. Texton is a Real Estate Investment Trust listed on the JSE and the shares were purchased on the open market.

Outlook

The group anticipates that the current economic environment will remain challenging into the new financial year. There is a high level of uncertainty in the local and global macroeconomic environment with a consistent theme of rising interest rates and high inflation. Other factors adversely impacting the local economy are the international supply chain disruptions, local electricity load-shedding and flooding in KwaZulu-Natal.

The retail segment has a strong brand in a niche market. Store right sizing and expansion together with enhanced inventory management has contributed positively to profitability.

The properties segment of the business will be expanded in the new financial year as a result of an acquisition of a portfolio of industrial properties in the Epping, Cape Town area. Industrial property has seen strong performance since the onset of the Covid-19 pandemic.

Despite its challenges, the group's water assets are successful working examples of private-public partnerships and are well positioned to take advantage of any new opportunities which may arise within the water and sanitation sector.

The media and broadcasting sector will continue to evolve rapidly in line with ongoing trends, disruptions within the industry and pandemic-led behavioural changes.

In addition to investing aggressively in organic growth, management will continue to drive efficiencies within current operations, expand segments by growth and look to acquire strong businesses that meet our investment criteria in other sectors of the economy.

References to future financial performance have not been reviewed or reported on by the group's external auditors and do not constitute an earnings forecast.

DAMIEN FRANKLIN

FINANCIAL HIGHLIGHTS

Net Profit/(Loss) after Tax (R'm)

Earnings per share (cents)

Headline Earnings per share (cents)

Net Asset Value per share

FIVE-YEAR REVIEW

	Restated*
	2022	2021	2020	2019	2018
STATEMENT OF COMPREHENSIVE INCOME	R'000	R'000	R'000	R'000	R'000
CONTINUING OPERATIONS
Revenue*	665 668	491 427	592 480	712 357	612 057
Retail sales* ^	598 839	464 961	565 765	678 873	587 632
Cost of sales* ^	(271 167)	(222 421)	(291 728)	(321 767)	(267 730)
Gross profit	327 672	242 540	274 037	357 106	319 902
Other revenue	66 829	26 466	26 715	21 223	19 803
Rental income	20 382	19 853	19 337	16 786	15 700
Tenant recoveries*	4 490	3 853	4 148	3 983	3 517
Dividend income*	1 493	38	29	27	45
Profit on sale of property	11	–	10	427	–
Royalty fee income	–	–	–	–	–
Media and broadcasting income	37 499	–	–	–	–
Management fee income	2 954	2 722	3 191	–	541
Trading expenses	(305 590)	(218 928)	(374 592)	(353 323)	(325 578)
Employment costs* ^	(123 611)	(101 225)	(101 820)	(118 961)	(109 989)
Occupancy costs* ^	(28 297)	(10 517)	(40 843)	(132 405)	(119 019)
Depreciation, amortisation and impairment* ^	(75 557)	(83 038)	(175 550)	(23 272)	(26 837)
Other operating costs* ^	(78 125)	(24 148)	(56 379)	(78 685)	(69 733)
Operating profit/(loss)	88 911	50 078	(73 840)	25 006	14 127
Investment income	24 766	20 749	22 931	12 261	4 622
Finance costs^	(31 800)	(37 259)	(44 737)	(3 266)	(53)
Impairment losses on financial assets	(113)	–	–	–	–
Share of (loss)/profit of associate (net of taxation)	(4 269)	(939)	(4 473)	20 417	–
Dilution loss on investment in associate	–	–	–	(14 811)	–
Gain from bargain purchase on investment in associate	–	–	–	10 484	–
Profit/(loss) before tax	77 495	32 629	(100 119)	50 091	18 696
Income tax*	(26 832)	(9 083)	26 613	(14 604)	(5 876)
Profit/(loss) for the year from continuing operationsDISCONTINUED OPERATIONS	50 663	23 546	(73 506)	35 487	12 820
Profit/(loss) for the year from discontinued operations	(93)	559	(2 621)	–	–
Profit/(loss) for the year	50 570	24 105	(76 127)	35 487	12 820
Profit/(loss) attributable to ordinary and "N" ordinaryshareholders	53 694	23 078	(75 281)	42 568	12 803

* 2020 figures restated.

^ 2020 figures reclassified due to discontinued operation.

FIVE-YEAR REVIEW (CONTINUED)

STATEMENT OF CASH FLOWS	2022R'000	2021R'000	2020R'000	2019R'000	2018R'000
Operating profit before working capital changes	163 463	95 507	115 815	64 318	40 712
Working capital changes	(49 291)	37 020	16 027	6 470	(8 195)
Cash generated by operating activities	114 172	132 527	131 842	70 788	32 517
Investment income received	6 810	18 495	7 658	2 792	4 622
Interest paid	(23 581)	(37 290)	(38 069)	(66)	(53)
Dividends paid	(17)	(17)	(17)	(17)	(17)
Dividends received	1 493	38	29	27	45
Taxation paid	(33 261)	(412)	(8 719)	(10 471)	184
Net cash inflows from operating activities	65 616	113 341	92 724	63 053	37 298
Net cash outflows from investing activities	(29 976)	(7 015)	(18 309)	(148 597)	(26 353)
Loan received	–	–	–	72 000	–
Lease liabilities repaid	(55 543)	(66 753)	(57 495)	–	–
Shares repurchased by subsidiary	–	(1 419)	–	–	–
Net cash (outflows)/inflows from financing activities	(55 543)	(68 172)	(57 495)	72 000	–
Net increase/(decrease) in cash and cash equivalents	(19 903)	38 154	16 920	(13 544)	10 945
Cash and cash equivalents at the beginning of the year	110 564	72 410	55 490	69 034	58 089
Cash and cash equivalents at the end of the year	90 661	110 564	72 410	55 490	69 034
STATEMENT OF FINANCIAL POSITION	2022R'000	2021R'000	2020*R'000	2019R'000	2018R'000
Assets
Non-current assets*	543 773	511 015	565 229	307 897	156 090
Current assets	267 056	212 167	216 759	178 390	192 409
Total assets	810 829	723 182	781 988	486 287	348 499
Equity and liabilities
Ordinary shareholders' interest*	323 034	266 024	242 434	312 140	272 227
Preference share capital	280	280	280	280	280
Non-controlling interest	17 365	10 891	9 881	8 464	–
Total equity	340 679	277 195	252 595	320 884	272 507
Non-current liabilities*	305 665	301 893	376 131	97 787	19 589
Current liabilities*	164 485	144 094	153 262	67 616	56 403
Total liabilities	470 150	445 987	529 393	165 403	75 992
Total equity and liabilities	810 829	723 182	781 988	486 287	348 499

* 2020 figures restated.

SEGMENT

ANALYSIS GOVERNANCE

FINANCIAL STATEMENTS

SHAREHOLDER INFORMATION

GROUP RATIOS		2022	2021	2020	2019	2018
Returns
Return on equity	%	17.4	8.7	(26.3)	14.4	4.8
Return on capital	%	35.4	26.4	(19.3)	18.0	7.0
Return on assets	%	14.2	9.3	(8.7)	12.8	5.5
Productivity
Total asset turn	(times)	0.8	0.6	0.9	1.6	1.7
Gross margin from operations	%	54.7	52.2	48.4	52.6	54.4
Operating margin from operations	%	14.8	10.8	(13.1)	3.7	2.4
EBITDA margin from operations	%	30.9	32.9	21.2	11.3	7.8
Profit/(loss) margin before tax	%	12.9	7.0	(17.7)	7.4	3.2
Inventory turn	(times)	2.6	2.3	2.7	3.3	3.2
Effective tax rate on operations	%	34.6	27.8	26.6	29.2	31.4
Solvency and liquidity
Total liabilities to total equity	%	138.0	160.9	209.6	51.5	27.9
Current ratio	:1	1.6	1.5	1.4	2.6	3.4
Acid test ratio	:1	0.9	0.9	0.7	1.1	1.8
Annual growth on operations
Retail sales	(%)	28.8	(17.8)	(16.7)	15.5	11.1
Operating profit/(loss)	(%)	77.5	167.8	(395.3)	77.0	1 720.5
Profit/(loss) for the year from continuingoperations	(%)	115.2	132.0	(307.1)	176.8	303.8

FIVE-YEAR REVIEW (CONTINUED)

Revenue (R'm)

Cash and cash equivalents (R'm)

Net asset value (R'm)

Operating Profit/(Loss) (R'm)

Profit / (loss) after tax (R'm)

Inventory (R'm)

Net asset value per share (cents)

ABOUT REX TRUEFORM OVERVIEW

SEGMENT ANALYSIS GOVERNANCE

FINANCIAL STATEMENTS

SHAREHOLDER INFORMATION

SEGMENT ANALYSIS

Retail Segment Review 18 Property Segment Review 26 Water Infrastructure Segment Review 30 Media and Broadcasting Segment Review 32

RETAIL SEGMENT REVIEW

Queenspark in 2022 saw strong results due to a growing market presence based on the success of its carefully sourced, aspirational fashion offering.

A substantial percentage of the range across Queenspark's well-recognised brands is unique in the marketplace where the competition continues to steer towards lower-end fashion and basics, where price is key. A significant percentage of new customers has joined our existing, loyal base through the appeal of our value offering in our niche, detailed, up styled product.

The start of the 2022 financial year was negatively affected by the continuation of the hard lockdown imposed in June 2021 with the system beyond breaking point in July 2021 (insufficient beds and barely enough oxygen), the devastating July 2021 civil unrest and the crippling supply chain delays through the first quarter of the year. Despite these challenges, Queenspark continued on its upward trajectory retaining focus on expense control, prudent sales planning and detailed replenishment of stock to stores.

As the country began to gear up for a recovery in the tourism sector and the economy as a whole into the second quarter of the year, the Omicron variant emerged and set the country back once again. Queenspark traded resiliently through that quarter with balanced ranges and a limited offering of its signature occasion-wear. Adversity continued as Shanghai went into lockdown in February 2022, once again affecting the delivery of our imports and constraining our capacity for sales. Astute forward planning facilitated our strong move back into formalwear and occasion-wear, giving us strong trade through winter 2022, despite the many challenges.

In 2022, we invested substantial time and effort in our relationships with our landlords, exploring opportunities to downsize and increase trading densities in existing stores as well as invest in new opportunities within their portfolios. Multiple new large and small landlords were sought out, approached and partnered with. In the 2022 financial year, we closed three unprofitable stores, opened ten new stores and downsized five of our oversized stores, thereby improving profitability and trading density substantially. The Queenspark Online platform has grown exponentially supported by strong social media marketing.

The key forward strategy for 2023 is to maintain momentum in rolling out new small-format stores countrywide further entrenching Queenspark as the leading boutique-style fashion chain in South Africa. We will also continue to improve profitability and trading density through relocations and downsizing of existing stores.

I would like to take this opportunity to thank the board for their continued support. I would also like to thank the full Queenspark team from the distribution centre, through the field, operations and head office for their unwavering commitment to and passion for the wellloved South African brand that Queenspark is.

ABOUT REX TRUEFORM OVERVIEW SEGMENT

ANALYSIS GOVERNANCE

FINANCIAL STATEMENTS

SHAREHOLDER INFORMATION

"The key forward strategy for 2023 is to maintain momentum in rolling out new small-format stores countrywide further entrenching Queenspark as the leading boutique-style fashion chain in South Africa.

We will also continue to improve profitability and trading density through relocations and downsizing of existing stores."

Rex Trueform 2022 Integrated Annual Report 19

RETAIL SEGMENT REVIEW (CONTINUED)

Financial review

Retail Segment Results

		2022	2021	2020	2019	2018
Five-year analysis
Retail segment sales	(R'000)	597 525	464 961	565 765	678 873	587 632
Sale of merchandise at retail stores	(R'000)	587 425	457 375	555 072	663 805	572 731
Sales to franchisees	(R'000)	–	–	387	1 556	830
Online and other turnover	(R'000)	10 100	7 586	10 306	13 512	14 071
Returns
Operating profit/(loss)	(R'000)	85 949	42 099	(85 042)	32 566	8 171
Operating assets at year-end	(R'000)	406 315	420 839	510 088	246 679	213 844
Return on average operating assets	(%)	20.8	9.0	(22.5)	14.1	3.8
Annual (negative) growth
Retail segment sales	(%)	28.5	(17.8)	(16.7)	15.5	11.1
Sale of merchandise at retail stores	(%)	28.4	(17.6)	(16.4)	15.9	11.2
Operating profit/(loss)	(%)	104.2	149.5	(361.1)	298.6	524.9
Productivity
Sale of merchandise per full-time equivalent (''FTE'') *	(R'000)	1 175	870	1 026	1 118	1 039
Sale of merchandise per store *	(R'000)	6 831	5 790	6 938	8 621	8 182
Sales trading density *	(R)	22 755	16 823	19 759	23 667	20 262
Total asset turn	(times)	1.4	1.0	1.5	2.9	2.7
Gross margin	(%)	54.7	52.2	48.4	52.6	54.4
Operating margin	(%)	14.4	9.1	(15.0)	4.8	1.4
Inventory turn	(times)	2.7	2.3	2.7	3.3	3.2
Operating statistics
FTE employees (at 30 June)		500	526	541	594	551
Total number of stores (at 30 June)		86	79	80	77	70
South Africa		86	79	80	74	67
Namibia		–	–	–	3	3
Online platforms		1	1	2	1	2
Franchise stores		–	–	1	1	1
Total weighted average store area*	(m2)	25 815	27 187	28 092	28 047	28 266
Trading expenses as a % of retail segment sales	(%)	40.7	43.1	63.5	48.0	53.0
Depreciation as a % of retail segment sales	(%)	11.8	17.2	30.5	2.9	3.9
Employment costs as a % of retail segment sales	(%)	18.1	20.1	16.9	17.1	18.5
Occupancy costs as a % of retail segment sales	(%)	4.9	2.1	7.0	19.7	21.2
Other operating costs as a % of retail segment sales	(%)	5.9	3.7	9.1	8.3	9.4

* Excludes online and franchise stores

Retail segment sales (R'millions)

Operating profit / (loss) (R'millions)

Sales trading density (Rand / m2 )

Total weighted average store area (m2 )

Gross margin %

Operating margin %

Sale of merchandise per store (Rand / store)

Stores

RETAIL SEGMENT REVIEW (CONTINUED)

Retail Sales and Stores by Geographic Region

	2022			2021
	Number of			Number of
	stores at		%	stores at		%
	30 June2022	TurnoverR'000	Contribution	30 June2021	TurnoverR'000	Contribution
Eastern Cape	5	27 663	5.8	4	21 872	5.1
Free State	6	31 856	7.0	5	26 737	6.3
Gauteng	28	239 202	32.5	27	191 674	34.1
Kwazulu-Natal	17	84 748	19.8	13	63 596	16.4
Limpopo	7	42 699	8.1	7	34 614	8.9
Mpumalanga	4	29 363	4.7	4	22 805	5.1
North West	5	31 133	5.8	4	24 259	5.1
Northern Cape	2	12 068	2.3	2	9 735	2.5
Western Cape	12	88 693	14.0	13	62 083	16.5
Total**	86	587 425	100.0	79	457 375	100.0

Summary of Store Gross Area*

		2022			2021
	Number of			Number of
	stores at			stores at
	30 June2022	Store m2*	%Change	30 June2021	Store m2*	%Change
Opening store base	79	26 213		80	28 325
Stores opened	10	1 277	4.9	5	594	2.1
Stores closed	(3)	(701)	(2.7)	(6)	(2 475)	(8.7)
Net space reductions		(1 930)	(7.4)		(231)	(0.8)
Closing store base **	86	24 859	(5.2)	79	26 213	(7.4)
Weighted average store area* (m2)		25 815			27 187

* Store area includes the trading area plus store rooms and back-office space.

** Excluding online, other turnover and sales to franchisees.

Stores by region (number)

RETAIL SEGMENT REVIEW (CONTINUED)

Overview and customer offering

The ladieswear division forms the core of the retail business. It is the fashion destination for discerning customers who want to look and feel fantastic and feminine, with fashion confidence across casual, formal and glamour. This range delivers on our promise of affordable luxury.

Product focus

Fashion apparel including casual, formal and glamour, jewellery, fashion accessories and footwear.

Current customer focus

LSM 8–10+ (35 years and up).

Income category

Mid to upper

Overview and customer offering

cath.nic is the destination for aspirational, fashion-conscious women who seek the latest fashion across smart-casual and glamour.

Product focus

Fashion apparel across casual and glamour lifestyles.

Current customer focus

LSM 8–10+ (30 years and up).

Income category

Mid to upper

Overview and customer offering

Miss Cassidy offers classic, contemporary fashion for the customer who loves the finer things in life.

Product focus

Fashion apparel across formal and casual lifestyles.

Current customer focus

LSM 8–10+ (35 years and up).

Income category

Mid to upper

SEGMENT

ANALYSIS GOVERNANCE

SHAREHOLDER INFORMATION

Overview and customer offering

The Queenspark Plus collection offers feminine and flattering clothing suitable for the fuller figure, inspired by the signature looks and pieces of the mainstream Queenspark range.

Product focus

Fashion apparel including casual, formal and glamour.

Current customer focus

LSM 8–10+ (35 years and up).

Income category

Mid to upper

Overview and customer offering

J CREW is the fashion destination for discerning male customers who want to look well groomed, classic and comfortable. Its hallmarks are good fabrics and colour in sophisticated styles, yet always commercial.

Product focus

Fashion apparel including casual and formal, footwear and fashion accessories.

Current customer focus

LSM 8–10+ (35 years and up).

Income category

Mid to upper

Overview and customer offering

Private Label is a feminine but modest brand, allowing our customer to reflect her own individual style while mixing and matching this contemporary range.

Product focus

Fashion apparel across casual lifestyles.

Current customer focus

LSM 8–10+ (30 years and up).

Income category

Mid to upper

PROPERTY SEGMENT REVIEW

Rex Trueform Office Park – 263 Victoria Road, Salt River

(www.rextrueformofficepark.com)

The Rex Trueform Office Park is an iconic building situated on Victoria Road in Salt River. It was sensitively restored and has been successfully let with minimal vacancies since opening for tenancy. The building has large, rectangular shaped and efficient floor plates that have minimal column intrusion, abundant natural light and commanding views. The building was declared a provincial heritage site in February 2019. Gross lettable area is 11 762m2 with a parking ratio of 2.4 bays per 100m2. Major tenants include Queenspark, Merchants and Capsicum Culinary Studio.

Rex Trueform Factory Complex – 344 Victoria Road, Salt River

Directly opposite the Rex Trueform Office Park is another iconic building in the heart of Salt River that also has heritage significance. The building has, for the most part, been vacant ever since the group's manufacturing operations closed in 2005. Taking into account heritage restrictions, it is estimated that a gross lettable area of 9 200m2 with 280 parking bays is achievable. Any development on this site will be tenant-driven and will require financial viability.

Vacant Land – 14 Brickfield Road, Salt River

The vacant erf in the Salt River precinct is currently being let out as parking to neighbouring businesses. Total bulk attributable to the site is approximately 11 820m2. Management is actively seeking viable development opportunities for the site.

Retail Distribution Centre – 16 Byrnes Avenue, Wynberg

The property is located in Wynberg and forms part of the property portfolio formerly utilised by the group's clothing manufacturing operations. The building has been repurposed as a distribution centre for the group's retail operations under the Queenspark brand, and will continue to be utilised for this purpose into the foreseeable future until the building is no longer fit for purpose. The building has a gross lettable area of 7 236m2.

Fitzmaurice – 5 Fitzmaurice Road, Epping Industria

The property is located in Epping Industria and is currently dominated by a large industrial warehouse space of 7 000m2, with two small office buildings (total GLA of 2,155m2 ). The building has a gross lettable area of 2.8506 hectares. The property has a significant amount of yard space allowing for un-utilised bulk to generate income and further provides development opportunities as the full bulk has not been realized. Major tenants include Unitrans, Teraoka, PG Bison and Sprint Packaging.

Belper Investments

The property letting enterprise is located in Epping and is currently being let out to five industrial tenants. Major tenants include Food Forward SA, Maltento, Hi-tech Inks Africa, BSF Breeding and Alnet. The property letting enterprise consists of the following industrial properties:

• 14 Moody Avenue, Epping Industria 1, Cape Town, measuring 2 889m2;
• 17 to 21 Moody Avenue, Epping Industria 1, Cape Town, measuring 9 488m2
• 18 to 20 Moody Avenue, Epping industria 1, Cape Town, measuring 3 976m2;
• 9 Moody Avenue, Epping Industria 1, Cape Town, measuring 1 952m2; and
• 12 Moorsom Avenue, Epping Industria 2, Cape Town, in extent 32 423m2.

ANALYSIS GOVERNANCE

SHAREHOLDER INFORMATION

"The properties division was born out of the need to repurpose the group's vacant factory buildings after the closure of the company's clothing manufacturing operations in 2005. The remaining portfolio consists of developed and undeveloped properties, some of which are partly and fully owner-occupied."

Property summary

Property name	Address/location	Use	Erf(m2)	GLA(m2)	Market value30 June 2022Rm	Market value30 June 2021Rm
Rex Trueform OfficePark (RTOP)2	263 Victoria Road, Salt River,Cape Town	Low-rise offices, partowner occupied	7 931	11 762	128.7	128.6
Rex Trueform FactoryComplex1	344 Victoria Road, Salt River,Cape Town	Vacant	5 937	–	27.9	28.0
Vacant Land	14 Brickfield Road, Salt River,Cape Town	Parking space	2 918	–	29.6	29.6
Retail DistributionCentre	16 Perth Road, Wynberg,Cape Town	Retail warehousingowner-occupied	7 382	7 236	21.0	20.9
			24 168	18 998	207.2	207.1

1 Property with heritage significance.

2 RTOP currently has a GLA vacancy of 3% and has 283 parking bays (combination of single, tandem, covered and uncovered).

Valuation methodology

The fair value of the investment properties is determined by an external and independent professional valuer, who is registered with the South African Council for the Property Valuers Profession (SACPVP) and has recent experience in the location and category of the relevant properties being valued. The valuations were done on a "market-value" basis, being the Property segment revenue (R'm) estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Income-producing properties are valued using the most appropriate method, being either the discounted cash flow method or the capitalisation of net income method, taking into consideration future earnings potential and an appropriate capitalisation and discount rate that reflect the specific risks inherent in each property. The comparable sales method is used to determine the value.

Property acquired subsequent to the reporting date

			Erf	GLA
Property name	Address/location	Use	(m2)	(m2)
9 Moody Avenue	9 Moody Avenue, Epping Industria 1, Cape Town	Industrial	1 952	1 317
14 Moody Avenue	14 Moody Avenue, Epping Industria 1, Cape Town	Industrial	2 889	1 845
	18 – 20 Moody Avenue 18-20 Moody Avenue, Epping Industria 1, Cape Town	Industrial	3 976	2 594
17 – 21 Moody Avenue	17-21 Moody Avenue, Epping Industria 1, Cape Town	Industrial	9 488	7 104
12 Moorsom Avenue	12 Moorsom Avenue, Epping Industria 2, Cape Town	Industrial	32 423	16 808
5 Fitzmaurice Avenue	5 Fitzmaurice Avenue, Epping Industria 2, Cape Town Industrial, yard and office space		28 506	22 684
			79 234	52 352

ANALYSIS GOVERNANCE

Financial review

• Property segment revenue increased by 5.4% to R33.3 million (2021: R31.6 million)
• Operating profit increased by 5.2% to R16.2 million (2021: R15.4 million)
• Total market value of properties is R207.2 million (2021: R207.1 million)

Property segment revenue (R'millions)

Fixed Property Market Value (R'millions)

Operating profit (R'millions)

Rex Trueform Office Park Vacancies (%)

WATER INFRASTRUCTURE SEGMENT REVIEW

Overview

The group acquired, via Ombrecorp Trading (a subsidiary), a 30% interest in SAWWH. SAWWH is a 100% South African, majority black-owned, private water and wastewater utility group operating, via controlled subsidiaries, under 30-year water concession agreements in Mbombela in Mpumalanga (via Silulumanzi) and Ballito in KwaZulu-Natal (via Siza).

Silulumanzi has been entrusted to render services to the City of Mbombela under a 30-year concession contract. On a daily basis, Silulumanzi provides the delivery of approximately 120 million litres of safe drinking water to satisfy the thirst and needs of approximately 400 000 people within the City of Mbombela Local Municipality.

Siza Water has been entrusted to supply water services to Ballito and surrounding areas, as part of its 30-year Private Public Partnership. As a service provider of the iLembe District Municipality, Siza Water has been serving its communities for more than two decades with excellence and was awarded the prestigious accolade of being South Africa's Best Water Service Provider, per the Department of Water and Sanitation's Blue Drop audit.

During 2015, Siza Water lodged a tariff dispute against Umgeni Water and the Minister of Water and Sanitation, when they increased the bulk water tariff by 37.9%. Umgeni Water and the Minister of Water and Sanitation lost their case in the KwaZulu-Natal High Court and similarly their appeal in The Supreme Court of Appeal. Both parties approached the Constitutional Court of South Africa for leave to appeal. On 5 February 2020, the Constitutional Court of South Africa dismissed Umgeni Water's application for leave to appeal with costs. Thereafter Siza Water and Umgeni Water signed a full and final settlement agreement based on the lower bulk water tariff covering the period 1 July 2015 to 31 May 2020. The Constitutional Court allowed Umgeni Water to present their case with the Minister's application, which was heard on 10 November 2020. On 23 July 2021 the Constitutional Court overturned the decisions of the High Court as well as Supreme Court of Appeal to rule that Umgeni Water's tariff was enforceable. The higher tariff is reflected in the financial

statements of Siza Water. The Constitutional Court made no reference to the full and final settlement agreement that was concluded based on the lower bulk water tariff covering the period 1 July 2015 to 31 May 2020. Legal advice obtained by the company indicates that the full and final settlement agreement remains both valid and enforceable.

Buhle Waste Proprietary Limited vs the City of Mbombela Municipality and six other respondents (including SA Water Works (RF) Proprietary Limited) was heard on 26 May 2022. On 17 August 2022 judgement was handed down which effectively set aside the transfer of Silulumanzi (RF) Proprietary Limited and SA Water Works Utilities Proprietary Limited shares to SA Water Works (RF) Proprietary Limited and Brain Gear Investments (RF) Proprietary Limited. An application for leave to appeal was heard by the Mpumulanga Divisional High Court on 8 September 2022 which was subsequently dismissed with costs. An application for leave to appeal has been made to the Supreme Court of Appeal. Legal advice obtained by the company indicates that the success of the appeal is probable.

MEDIA AND BROADCASTING SEGMENT REVIEW

Telemedia provides a full spectrum of Telecommunications and Broadcasting services, specialising in satellite transmission, radio and signal distribution as well as microwave and digital satellite news gathering services.

Overview

In line with the group's strategy to grow its portfolio by proactively investing in assets with sustainable income streams, in November 2020, Rex together with its holding company, AOE, entered into a sale of shares agreement, subject to certain conditions precedent, to acquire 75% of Telemedia for a consideration of R67.5 million to be settled in cash and shares.

The initial purchase consideration of R30 million was to be discharged as follows:

• The issue of 368 750 new AOE ordinary shares at an issue price of R27 per share;
• The issue of 857 212 new Rex ordinary shares at an issue price of R18 per share; and
• A cash payment of R4.6 million by Rex.

The balance of the purchase consideration of R37.5 million was to be discharged by Rex Trueform in cash subject to profit undertakings given by the sellers for the years ending 30 June 2021, 30 June 2022 and 30 June 2023, on a 20%, 20% and 60% basis.

Telemedia's service offering spans across installation of satellite transmission and radio and television signal distribution, supplier of microwave and satellite news gathering services including broadcasting, studio recording and services ancillary thereto.

The strategic rationale for the transaction can be summarised as follows:

• The alignment of the group's value positioning with the current investment portfolio;
• Telemedia's differentiated low risk product strategy aligns well with the overarching group portfolio strategy;
• Telemedia provides the group with further strategic expansion into the value segment of satellite and broadcasting market; and
• Telemedia's well established product and service offering provides a strong platform for the expansion of the broader group.

The transaction was underpinned by the following criteria:

• A proven, profitable track record;
• A strong management team, committed to staying on to continue to grow the business;
• Good future growth prospects; and
• A strong position in a niche/market category.

With the final condition being written consent from the Independent Communications Authority of South Africa being fulfilled in February 2022 and the transaction subsequently becoming effective on 1 March 2022. We are optimistic that the transaction has cemented our solid position in the industry.

The Broadcasting industry after the effects of Covid-19 has returned to normal and the expectation is that it will remain stable for the foreseeable future, allowing Telemedia the opportunity to focus on both customer retention and attracting a new client base. Telemedia has proven itself capable of adapting to a rapidly changing industry as a result of applying the simple operating methodology of investing in technology and continuously searching for solutions to enhance products and service delivery to customers.

MEDIA AND BROADCASTING SEGMENT REVIEW (CONTINUED)

Key performance measures

MEASURE	2022*
Revenue (R'000)	38 963
EBIT (R'000)	9 198
PBT (R'000)	8 458
PBT margin (%)	21.71
Number of Employees	24
Total Liabilities (R'000)	40 016
Total Assets (R'000)	70 756
GEOGRAPHICAL DISAGGREGATION OF REVENUE	2022*
South Africa	34 778
Rest of Africa	2 409
Europe	721
North America	531
Asia	524
	38 963

* Rex Trueform took control 1st March 2022. Figures: 1st March 2022 to 30th June 2022

	FY2022
STATEMENT OF FINANCIAL POSITION	R'000
Assets
Non-Current Assets	36 539
Current Assets	34 217
Total Assets	70 756
Equity	30 740
Liabilities
Non-Current Liabilities	28 915
Current Liabilities	11 101
Total Liabilities	40 016
Total Equity and Liabilities	70 756

GOVERNANCE

• 36 Board of Directors
• 39 Executive Management
• 40 Our approach to Corporate Governance
• 46 Our Governance Structure
• 50 Risk Committee Report
• 56 Social and Ethics Committee Report
• 62 Group Stakeholder Engagement
• 64 Audit Committee Report
• 66 Remuneration Report

BOARD OF DIRECTORS

MARCEL GOLDING (62)

Chief Executive Officer

Social and Ethics Committee

BA (Hons)

Chief executive officer of African and Overseas Enterprises, non-executive chairman of Queenspark, Ombrecorp Trading, director of Telemedia and Belper Investments

6 years

of service on the board

Other significant directorships: Tsogo Sun Gaming Limited, Texton Property Fund Limited, Vunani Capital Partners Limited and Vunani Limited

PATRICK NAYLOR (77)

Independent Non-executive Chairman

Remuneration Committee; Risk Committee; Audit Committee; Social and Ethics Committee and Nomination Committee

BSc (Eng)

Director of African and Overseas Enterprises

19 years

of service on the board

No other significant directorships

CATHERINE LLOYD (51)

Legal and Strategic Executive Director

BA LLB

Director of Queenspark, Ombrecorp Trading, Queenspark Distribution Centre

3 years

of service on the board

Other significant directorships: SAWW, SAWWH, Siza Water and Silulumanzi

DAMIEN FRANKLIN (38)

Executive Financial Director

Social and Ethics Committee

BCom, PGDip (Accounting), CA(SA)

Financial director of Queenspark, Queenspark Distribution Centre, Ombrecorp Trading, director of Telemedia and Belper Investments

4 years

of service on the board

No other significant directorships

ANALYSIS GOVERNANCE

LUNTU SEBATANE (42)

Independent Non-executive Director

Remuneration Committee; Audit Committee; Nomination Committee

BCom (Law), LLB

Director of African and Overseas Enterprises

5 years of service on the board

No other significant directorships

HUGH ROBERTS (61)

Independent Non-executive Director

Committee

5 years of service on the board No other significant directorships

Risk Committee; Audit

BCom, BSc, FIA, FASSA Director of African and Overseas Enterprises

MASEDI MOLOSIWA (50)

Independent Non-executive Director

Remuneration Committee; Nomination Committee

Bachelor of Architectural Studies (BAS)

Independent non-executive chairman of African and Overseas Enterprises

5 years

of service on the board

No other significant directorships

BOARD OF DIRECTORS (CONTINUED)

Directors Skill set

ABOUT REX TRUEFORM OVERVIEW SEGMENT

ANALYSIS GOVERNANCE

FINANCIAL STATEMENTS

EXECUTIVE MANAGEMENT

MARCEL GOLDING (62)

BA (Hons) Joined group: 2016 Chief Executive Officer

CATHERINE LLOYD (51)

BA LLB Joined group: 2019 Legal and Strategic Executive Director

DAMIEN FRANKLIN (38)

BCom. PGDip (Accounting), CA(SA) Joined group: 2018 Financial Director

LLB, LLM Joined group: 2020 ARDILAH MUSHABE (32) Company Secretary and Group Legal Counsel

ERNST COOKSON (45)

BCompt, Bcomm (Hons), CA(SA) Joined group: 2022 Group Financial Manager

BAcc, Bcompt (Hons), CA(SA) Joined group: 2019 Technical Financial Officer

WILLEM NEL (58)

OUR APPROACH TO CORPORATE GOVERNANCE

AND KING IV COMPLIANCE

Statement of commitment

The board subscribes to the principles of corporate governance as set out in King IV, as read with the Companies Act and the Listings Requirements of the JSE Limited ("Listings Requirements"). The Board endorses the corporate governance principles encapsulated in King IV including the concept of integrated thinking which underpins corporate citizenship, stakeholder inclusivity, sustainable development and integrated reporting. The directors accordingly recognise the need to conduct the business of the company with integrity and responsibility, and are committed to the application of high ethical standards in the conduct of the business.

Our corporate governance philosophy and practices are aligned with the governance outcomes advocated by King IV namely:

Implementation of King IV

During the year under review the company continued with the implementation of King IV through the application of the King IV disclosure and application regime, recognising at all times that the practices as recommended in King IV are positioned at the level of leading practices and may, therefore, not all be suitable and appropriate for the company to achieve the principles and realise the intended governance outcomes and, further, that such practices are meant to be scaled proportionally in accordance with the small turnover and relatively small size of the group's workforce, its limited resources, and the nature and extent of the activities undertaken by the company.

The board is of the opinion that, during the year under review, the company remained substantially compliant with those recommended practices of King IV that are material to the effective corporate governance of the company, having regard at all times to the proportionality considerations detailed above. This report is intended to assist stakeholders in assessing and understanding the company's approach to corporate governance and compliance with King IV. The company's full King IV application register is available on the company's website at www.rextrueform.com.

The Board is satisfied that it has fulfilled its responsibilities in accordance with its memorandum of incorporation, corporate governance charter, King IV, the JSE Listings Requirements, the Companies Act and applicable statutory and regulatory requirements for the financial period ended 30 June 2022.

Leadership

The board recognises its obligation to lead ethically and effectively. The board acts at all times in accordance with the standards of conduct required of it in terms of the Companies Act, has a fiduciary duty to, among other things, act in good faith and in a manner that the directors reasonably believe to be in the best interests of the company and does so in accordance therewith. The board exercises objective judgement on the affairs of the company independently from management.

The board has, furthermore, assumed responsibility for setting the direction of the company through the establishment of strategic objectives and policies, has taken overall accountability for the company, and retains full and effective control of the company. In this regard, the board considers and approves the company's strategy after taking into account financial and non-financial matters - including risks and opportunities. Risks are continuously assessed by the board (through its risk committee). Please note the further provisions of this corporate governance report and the risk committee report in this regard.

Board members have a working knowledge of the organisation, are kept apprised of the industries within which the group operates and gives due consideration to the economic and social environment within which the company operates. The board has appointed a social and ethics committee to consider, amongst other things, matters such as these. Feedback in respect thereof is noted in the social and ethics committee report.

The company has disclosure processes in relation to the disclosure of the interests of directors and conflicts of interest. All board members are required to report any conflicts of interest that may arise in the course of their duties. At the beginning of each meeting of the board and its committees, all members are required to declare whether any of them have any conflicts of interest in respect of a matter on the agenda. Conflicts (if any) would be proactively managed, as determined by the board, and subject to legal provision.

The board, furthermore, understands that it has a duty to take the necessary steps to ensure the identification of key laws, rules, codes and standards applicable to the group. A standing agenda item in respect of all board meetings deals with material changes in laws and general corporate governance matters, and the board is also kept informed of relevant laws, rules, codes and standards, including changes thereto, on an informal basis.

The board meets at least three times a year, with various committees of the board meeting at additional times during the year. The chairpersons of the various committees report to the board on relevant matters dealt with at the committee meetings.

Directors are held to account for ethical and effective leadership by way of being subject to the board charter and a code of ethics, and performance evaluations of the board and its members are conducted in the manner required in terms of King IV. Furthermore, the performance of each board member would be taken into account by the nomination committee when nominating such member for re-election by shareholders at the relevant annual general meeting.

Organisational ethics

The board recognises its obligation to govern the ethics of the company in a way that supports the establishment of an ethical culture, including by way of setting the values to which the company adheres and taking active steps to ensure that the applicable ethical standards are integrated into the business operations.

This has been achieved, amongst other things, through the appointment of a social and ethics committee to, amongst other things, monitor the ethical nature of the board and the company's actions, the general conduct of the business of the company (and indeed the group) in a responsible and ethical manner, the issuing of various codes of conduct – such as the dissemination of the group code of ethics to employees and board members and a supplier code of ethics to suppliers, with all relevant codes of conduct and policies being incorporated by reference into group employment contracts and into certain supplier contracts. Employees are furnished with all applicable codes of conduct (including the code of ethics) on their induction into the group and a refresher training programme has been embarked upon for all group employees in relation to the group code of ethics, including the usage of the ethics (whistle-blowing) hotline in terms whereof direct contact can be made by any employee with the chairman of the audit committee to anonymously report violations of the code of ethics.

The code of ethics and all applicable policies are available on the group's intranet, which is accessible to all employees, and any incidents reported to the hotline are investigated. Various members of the executive management of the group are responsible for the implementation and execution of the group's codes of conduct and ethics policies in relation to the employees who report to them. Sanctions and remedies are in place for breaches of the group's ethical standards by employees and by various suppliers, including the institution of disciplinary proceedings in the case of employees and termination of the relationship in the case of suppliers.

Planned areas of focus include the continued implementation of the aforementioned refresher training programme to employees within the group, the continued rollout of the supplier code of ethics to suppliers and reliance on the increased monitoring functions of the social and ethics committee in this regard.

Responsible corporate citizenship

The board recognizes its responsibility to ensure that the company is, and is seen to be, a responsible corporate citizen. Please note the social and ethics committee report for further details in this regard.

Planned areas of focus include the continued expansion of the company's enterprise, supplier development and socioeconomic development contributions and monitoring (on an informal basis) how the consequences of the group's activities and outputs affect its status as a responsible corporate citizen in the areas of the workplace, the economy, society and the environment.

Strategy and performance

The board appreciates that the company's core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value-creation process.

The board of each company within the group is responsible for setting the direction of the company through the establishment of strategic objectives and policies, and takes overall accountability for each company by taking responsibility for its management.

As noted above, the board considers and approves the company's strategy after taking into account financial and non-financial matters – including risks and opportunities. Further, the strategies of the various companies in the group are formulated and developed by management and are thereafter interrogated and challenged by the applicable board prior to their approval including as to the timelines and parameters thereof. The board of each group company continues to oversee the implementation of the agreed strategy, including by way of board meetings and the receipt of information from management (including daily and monthly financial reporting).

Authority and responsibility has been delegated by each respective board to the CEO and management for the implementation of the agreed strategies and the ongoing management of the group's business.

Reporting

The board recognises its responsibility to ensure that reports issued by the company enable stakeholders to make informed assessments of the company's performance, and its short, medium and long-term prospects.

The board (duly assisted by the relevant committees) assumes responsibility for the company's reporting and furthermore acknowledges its ultimate responsibility for the integrity of the integrated annual report as a whole. The board approves all external reports of the company, in an endeavour to ensure that these meet the legitimate and reasonable needs of material stakeholders, and has reviewed the integrated annual report and annual financial statements prior to their publication and approved them for release. While the financial statements are assured by the external auditor, the integrated annual report (other than the financial statements) is not externally assured.

The integrated annual report focuses on issues that the board and management believe are material to stakeholders and could significantly affect the group's ability to create value. The board is satisfied that the integrated annual report for the 2022 financial year will enable stakeholders to obtain insight into the operations of the group's business, business strategy, and the financial and sustainability performance of the group.

Primary roles and responsibilities of the board

The board recognises its obligation to serve as the focal point and custodian of corporate governance in the company, and exercises its leadership role by, amongst other things, steering the organisation and setting its strategic direction, approving policy and planning that gives effect to the direction provided, overseeing and monitoring of implementation and execution by management, and ensuring accountability for organisational performance by means of, among other things, reporting and disclosure.

OUR APPROACH TO CORPORATE GOVERNANCE AND KING IV COMPLIANCE (CONTINUED)

The board's role, responsibilities, membership requirements and procedural conduct are documented in a board charter, which the board regularly reviews to guide its effective functioning. The board is satisfied that it has fulfilled its responsibilities in accordance with the board charter for the period under review.

Board members are entitled to, and have access to, all relevant company information and management to assist them in the discharge of their duties and responsibilities, and in order for them to take informed decisions.

Board meetings

The board meets at least three times a year to consider performance, to monitor issues of strategic direction and to consider any other issues having a material effect on the company. Certain executives may attend board meetings by invitation, specifically where their contribution is required in order to assist the board in its deliberations.

A formal agenda is prepared for each board meeting and comprehensive board packs containing the information required in order to enable directors to make informed decisions are forwarded to directors and invitees prior to board meetings.

Composition of the board

Composition

The company has a unitary board structure, which consisted during the year under review of five non-executive directors, four of whom are independent, and two executive directors.

Executive directors are involved in the day-to-day management of the company as opposed to the non-executive directors who are chosen for their knowledge, skills and experience and bring an independent view to bear on key issues.

The company's non-executive directors are subject to retirement by rotation and re-election in terms of the company's Memorandum of Incorporation.

Chairman

On 31 July 2022, MA Golding resigned as chairman with PM Naylor being appointed in his stead. PM Naylor is responsible for, amongst other things, leading the board in the objective and effective discharge of its governance role and responsibilities and for representing the board to shareholders. The chairman is a non- executive director and is elected by the board.

Nomination, election and appointment of members to the board

Prior to nominating a candidate for election, the nomination committee considers, amongst other things, the collective knowledge, skills and experience required by the board, the diversity of the board and whether the candidate meets the appropriate fit and proper criteria.

Independence and conflicts

The board annually assesses the independence of the independent non-executive directors and has ascertained that PM Naylor, LK Sebatane, HB Roberts and MR Molosiwa all satisfy the criteria for independence. PM Naylor has served on the board as an independent non-executive director for longer than nine years. Upon assessment, the board has concluded that PM Naylor exercises objective judgement and there is no interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in PM Naylor's decision-making.

Evaluations of the performance of the governing body

The board recognizes its responsibility to ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness.

The board evaluates its own performance and that of its committees, its chair and its individual members which is subject to a formal evaluation process. The formal board evaluation process is followed every two years as recommended by King IV and includes the following steps:

This formal process was followed in 2021 and will be repeated in 2023.

Appointment and delegation to management

CEO appointment and role

On 31 July 2022 CL Lloyd resigned as CEO with MA Golding being appointed in her stead. MA Golding is responsible for leading the implementation and execution of approved strategy, policy and operational planning, and serves as the chief link between management and the board. The CEO is furthermore responsible for ensuring that the day-to-day business affairs of the company are properly managed.

The roles of chairman, CEO, financial director and the remaining non-executive directors are separated, there being a clear division of responsibilities at board level, as informed by the Memorandum of Incorporation of the company, together with the company's board charter, in order to ensure that no one director has unfettered powers of decision-making.

A formal succession plan for the CEO, and for group executive management and other key positions, is in place to provide continuity of executive leadership. Group succession plans are reviewed on an annual basis, and provide for both succession in emergency situations and succession over the longer term. Further required disclosure in relation to the CEO is set out in this integrated annual report, including the remuneration report.

Delegation

The board has delegated certain of its powers to its committees and other powers have been delegated to the group's executive and other management. The board charter distinguishes between those matters that are reserved for decision by the board and those that may be delegated to management, and the various committees' terms of reference set out the delegation by the board of its powers to such committees. Delegation by the board of its powers does not mitigate or dissipate the responsibility of the board to discharge its duties and responsibilities. The board is satisfied that the delegation of authority framework within the company contributes to role clarity and the effective exercise of authority and responsibilities.

Professional corporate governance services to the board

The board recognises its responsibility to ensure that it has access to professional and independent guidance on corporate governance and its legal duties, and also that it has support to co-ordinate the functioning of the board and its committees, by way of the appointment of a company secretary, whose responsibilities include:

• providing the directors of the company with guidance as to their duties, responsibilities and powers; and
• providing a central source of guidance and advice to the board, and within the company, on matters of good governance and changes in legislation.

Company Secretary

The company secretary, AR Mushabe, is not a director of the company and has no relationship with the board that interferes with her maintenance of an arm's length relationship with the board. The company secretary attends all board and committee meetings by invitation.

The board considers and satisfies itself on an annual basis as to the performance, competence, qualifications and experience of the company secretary and is satisfied that during the year under review the company secretary, given her performance, competence, qualifications and experience, discharged her duties effectively and appropriately, and maintained an arm's length relationship with the board.

All directors have unlimited and unfettered access to the advice and services of the company secretary. The board believes that the arrangements in place for accessing professional corporate governance services are effective.

Risk governance

The board recognises its responsibility to govern risk in a way that supports the company in setting and achieving its strategic objectives, and is committed to a process of risk management that is aligned to the principles of good corporate governance as encompassed in King IV.

Risk management assists the group in achieving its objectives by establishing a formal, structured approach of identifying, prioritising and managing risks within each group entity, with the aim of ensuring both the short-term and long-term sustainability of the group. The risk management vision of the group is the effective and efficient management of risk, enabling each entity to fulfil its mandate, the service delivery expectations of the stakeholders and the performance expectations within the entity itself.

Risk management is recognised as an integral part of responsible management and the group therefore adopts a comprehensive approach to the management of risk. Management ensures that each entity has an effective ongoing risk assessment process, consisting of risk identification, prioritisation and evaluation.

Risks are prioritised in terms of their impact and likelihood. At least once a year a facilitated and formal process is undertaken to update a documented risk register across each entity. The financial director is responsible for managing and facilitating the risk management process.

Further salient details regarding the arrangements for governing and managing risk, key areas of focus during the reporting period, including the key risks that the organisation faces, actions taken to monitor the effectiveness of risk management and how the outcomes were addressed, and planned areas of future focus are set out in the risk committee report.

Technology and information governance

The board recognises its responsibility to govern technology and information in a way that supports the group in setting and achieving its strategic objectives. In order to manage the group's resources more effectively the company receives certain IT-related services from its subsidiary, Queenspark.

The company therefore does not have its own IT infrastructure but rather utilises the services of its subsidiary in this regard. Queenspark owns and manages various IT facilities and resources utilised to provide the services to the company, and is responsible for the implementation and maintenance of IT governance. The company (and the board) has access to relevant information regarding matters of IT governance within Queenspark, including its policies and procedures relating thereto.

The role that electronic communication and information technology play in the group is of central importance. In recognition thereof the group has previously adopted, and continues to entrench, applicable strategies, policies and processes. All directors are regularly informed of key information technology matters and the executive directors oversee the IT department. Responsibility for the implementation of IT governance within the group is assigned to the information technology management employed in the group. The Queenspark risk committee within the group assists the group in the management of IT risks. Furthermore, the assistance of external experts is obtained to assist the group in the governance of IT.

During the reporting period, the group focused on business resilience from an IT perspective and the improvement of the group's business intelligence software. There were no significant changes in policy, IT-related acquisitions or IT-related incidents.

Compliance with applicable laws and regulations

The board recognises its responsibility to govern compliance with applicable laws and, to the extent adopted, non-binding rules, codes and standards, in a way that supports the company being an ethical and a good corporate citizen. In this regard, it requires all business units, departments and subsidiaries within the group to have an understanding of and comply with those laws, regulations and standards applicable to the environment within which they operate. A standing agenda item in respect of all board meetings deals with material changes in laws and the board is also kept informed of relevant laws, rules, codes and standards, including changes thereto, on an informal basis.

The risk committee assists the company in complying with the regulatory requirements and promoting processes and procedures that are risk appropriate, so that the company achieves its goals without fear of penalties or reputational harm.

The group utilises the resources of experts, when necessary, to assist in the management of compliance.

The group has appropriately qualified employees in executive positions (including an in-house legal adviser) to assist with matters of compliance and has appointed a company secretary (who also performs the role of the group's in-house legal adviser) to provide a central source of guidance and advice to the board, and within the company, on matters of good governance and of changes in legislation.

Key focus areas during the period under review included the continued implementation of King IV, the Broad-Based Black Economic Empowerment Act, the Consumer Protection Act and continual monitoring of the regulatory environment and appropriate responses to changes and developments, including to all laws and regulations applicable to the company and the group.

No material or repeated regulatory penalties, sanctions or fines for contraventions of, or non-compliance with, statutory obligations were imposed on the group or on members of the board during the period under review. Furthermore, no monitoring and compliance inspections were undertaken by environmental regulators, and there were no findings of non-compliance with environmental laws, or criminal sanctions and prosecutions.

SEGMENT

ANALYSIS GOVERNANCE

Remuneration governance

The board recognises its responsibility to ensure that the company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. The remuneration policy and remuneration report (including the background statement, overview of the remuneration policy, implementation report and voting on the remuneration policy by the company's ordinary and "N" ordinary shareholders) is contained in the remuneration report.

Assurance

The board recognises its responsibility to ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the company's external reports. The board has assumed responsibility for assurance by setting the direction concerning the arrangements for assurance services and functions.

The board has delegated to the audit committee the responsibility for providing independent oversight of, amongst other things, the effectiveness of the company's assurance functions and services, with particular focus on combined assurance arrangements, including external audit, internal audit, the finance function and the integrity of the annual financial statements.

The board is responsible for the company's internal control systems and for reviewing their effectiveness. Appropriate systems of internal control are maintained. The year under review has seen the continued entrenchment of the risk assessment process. The risk assessment process, forms part of the combined assurance framework.

No material loss or misstatement arising from a material breakdown in the functioning of the system of internal controls has been identified by the internal auditor in respect of this financial year.

Further details and disclosures regarding the organisation's application of combined assurance and the internal control environment are contained in the audit committee report which is included in this integrated annual report and the annual financial statements.

Dealing in shares:

The board complies with the JSE Listing Requirements in relation to restrictions on directors trading with company shares during closed periods. Restrictions may also be placed on share dealings at other times if the company is involved in corporate activity or sensitive negotiations. There is a process in place in terms of the JSE Listing Requirements for directors to obtain prior clearance before dealing in company shares. Details of directors share dealings are disclosed on SENS.

Directors interests in contracts

In addition to a formal annual disclosure process, directors are required to make ongoing disclosures of any interests in contracts. During the year under review, the directors had no interest in contracts contemplated in the Companies Act.

OUR GOVERNANCE STRUCTURE

The board is the custodian of corporate governance and is responsible for steering the group towards achieving the governance outcomes through strategic direction and value creation. The board is ultimately accountable for the strategy, direction, leadership, governance and performance of the group. The board believes that effective governance is ultimately achieved through leadership and collaboration and has, together with the various board committees, established a working framework that complements and supports the executive management team. The group's governance framework is regularly reviewed to ensure that the board exercises effective and ethical leadership, conducts its affairs as a good corporate citizen and takes appropriate decisions to ensure the long-term sustainability of the business.

Changes to the board and board committees

Catherine Lloyd resigned as Chief Executive Officer ("CEO") while retaining her position on the board of the company and her role as a legal and strategic executive director to the company with effect from 31 July 2022. Marcel Golding was appointed as the CEO of the company in Catherine Lloyd's stead with effect from 1 August 2022. Marcel Golding therefore resigned as the chairman of the board of directors of the company with effect from 31 July 2022 with Patrick Naylor being appointed as the independent nonexecutive chairman of the board of directors of the Company on an interim basis and Marcel Golding further resigning a member of the remuneration committee with Patrick Naylor being appointed in his stead.

Board diversity

A policy on the promotion of diversity at board level has been approved by the board. When recommending persons for appointment to the board, the nomination committee has considered and applied this policy.

The board has determined that, at this stage and given the current level of diversity enjoyed by the board, no voluntary targets in relation to the diversity of the board will be set. The board will consider this on an annual basis when reviewing the policy. The board is further satisfied that its composition reflects the appropriate mix of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

Committees of the board

The board has ensured that its arrangements for delegation within its own structures promote independent judgement and assist with the balance of power and the effective discharge of its duties, by way of the appointment of audit, risk, social and ethics, remuneration and nomination committees.

ANALYSIS GOVERNANCE

	Audit committee
Members and attendance	Date of appointment	Scheduled
Patrick Naylor (Chair)*	11/02/2006	2/2
Hugh Roberts*	17/11/2017	2/2
Luntu Sebatane*	17/11/2017	1/2

The audit committee meets at least two times a year, specifically prior to the publication of the company's and group's interim and final results. These meetings are attended by the external auditors, the chairman of the board and, where appropriate, executive directors and the financial manager(s) of the group by invitation. The audit committee is governed by formal terms of reference which sets out, amongst other things, the role and responsibilities of the audit committee and its processes and procedures. The board is of the view that the current audit committee members possess the skills, knowledge, capacity and experience necessary for them to carry out their duties and responsibilities.

Further details regarding the functioning of the audit committee, including its role and responsibilities, and key areas of focus during the period under review, are set out in the audit committee report which is included in this integrated annual report.

The audit committee provides independent oversight of the effectiveness of the internal financial controls to monitor the integrity of the group's annual financial statements and related external reports. Further hereto the committee assesses the independence and effectiveness of the external auditor and manages the relationship with them.

		Nomination committee
Members and attendance	Date of appointment	Scheduled
Patrick Naylor (Chair)*	01/07/2006	2/2
Masedi Molosiwa*	29/01/2018	2/2
Marcel Golding***	29/01/2018	2/2
LK Sebatane*	29/01/2018	1/2

The nomination committee assists the board with the nomination, election and appointment of directors, ensuring that the process is transparent. The committee is also responsible for executive succession planning.

During the reporting period the nomination committee's key areas of focus included the nomination and recommendation of directors for appointment or election (as the case may be) to the board. The nomination committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period.

The role of the nomination committee is to assist the board to ensure that:

• the board has an appropriate composition for it to execute its duties effectively;
• directors are nominated, elected and/or appointed through a formal process;
• induction and ongoing training and development of directors takes place;
• formal succession plans for the board, the CEO and senior management appointments (if any) are in place; and the performance of the board, its chairperson and the CEO are evaluated in the manner contemplated in the company's board charter.

OUR GOVERNANCE STRUCTURE (CONTINUED)

		Risk committee
Members and attendance	Date of appointment	Scheduled
Hugh Roberts (Chair)*	30/01/2018	2/2
Catherine Radowsky**	15/01/2015	2/2
Patrick Naylor*	30/01/2018	2/2

The risk committee assists the board with setting the direction for risk management. The committee further provides independent oversight and assessment of the group's risk management process and internal controls.

Further details regarding the functioning of the risk committee, including its key areas of focus during the period under review, are set out in the risk committee report.

The risk committee assists the board with setting the direction for risk management.

The committee further provides independent oversight and assessment of the group's risk management process and internal controls. The role of the risk committee is to assist the board to ensure that:

• the company has implemented an effective policy and plan for risk management that will enhance the company's ability to achieve its strategic objectives; and
• the disclosure regarding risk is comprehensive, timely and relevant.

		Social and ethics committee
Members and attendance	Date of appointment	Scheduled
Patrick Naylor (Chair)*	14/11/2013	2/2
Damien Franklin***	12/03/2019	2/2
Marcel Golding***	07/06/2018	2/2

The committee is responsible for carrying out the statutory duties of the Companies Act, and further for setting the tone for an ethical organisational culture by overseeing the group's approach and ensuring the manner in which the business is supported is aligned to the group's intent of being a responsible corporate citizen.

Certain meetings of the social and ethics committee were attended by the human resources executive, sourcing executive, building manager, Distribution Centre and Online Executive, senior production manager (marketing department) and/ or operations manager by invitation.

Further details regarding the functioning of the social and ethics committee, including its role and responsibilities, and key areas of focus during the period under review, are set out in this corporate governance report, as read with the social and ethics committee report.

R	Remuneration committee
Members and attendance	Date of appointment	Scheduled
Masedi Molosiwa (Chair)*	29/01/2018	2/2
Patrick Naylor *	29/01/2018	2/2
Luntu Sebatane*	29/01/2018	1/2

The remuneration committee ensures that the company directors and senior executives are fairly, responsibly and transparently rewarded for their individual contributions to the company's overall performance; demonstrate to all stakeholders that the remuneration of senior executives (if any) is set by a committee of board members who have no personal interest in the outcome of their decisions and give due regard to the interest of the shareholders of the company, and to the financial and commercial health of the company, in setting such remuneration;

• approve the company's remuneration policy and report from time to time; and
• play an active role in succession planning activities, particularly in regard to the CEO and senior executives (if any).

*Independent non-executive directors.

• ** Remains a member of the risk committee notwithstanding her resignation as an executive director of the company on 12 March 2019.
• ***Executive director. Marcel resigned as member of Nomination Committee with effect from 31 July 2022.

During the reporting period the remuneration committee's key areas of focus included the proposal of the remuneration to be paid by the company to its non-executive directors. The remuneration committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period. Directors' remuneration and their interest in shares and share options (to the extent applicable) have been audited by PWC Inc. and can be found in the notes to the financial statements. Further information regarding the directors' remuneration is provided in the remuneration report.

RISK COMMITTEE REPORT

The company is exposed to several risks, including strategic, financial, operational and compliance risks. Our material risks and opportunities represent the matters identified by the company as having the potential to significantly impact our performance and our ability to create sustainable value over the long term.

The risk committee is pleased to present its report to the shareholders of Rex, which report is for the financial year ended 30 June 2022.

• Meeting attendance for the committee is set out in the corporate governance report on page 48.
• Each members qualifications and experience is set out in the profiles in the directors report 36.
• Details of fees paid to committee members appear in the remuneration report on page 66.

The risk committee met twice during the year and assists the board in fulfilling its responsibilities by performing the following functions:

• overseeing the development and annual review of a policy and plan in respect of risk management for approval by the board;
• monitoring implementation of the policy and plan;
• making recommendations to the board;
• concerning the levels of tolerance for risk and monitoring same;
• overseeing that the risk management policy is widely disseminated throughout the group and integrated into the day-to-day activities of the group companies;
• ensuring that risk management assessments are performed on a continuous basis;
• ensuring that frameworks and methodologies are implemented to improve the prediction of risk;
• verifying that continuous risk monitoring by management takes place;
• verifying that management considers and implements appropriate risk responses;
• liaising with the audit committee to exchange information relevant to risk; and
• reporting to the board on the effectiveness of the system and process of risk management.

Risk management process

The risk committee under the delegated authority of the board remains accountable for overseeing the effectiveness of our risk management process.

Our risk management framework remained robust and largely unchanged in the past year. It mirrors the operating model, with each operating business and functional area being responsible for the ongoing communication and feedback of their individual existing and emerging risks. It is an integrated approach designed to identify, assess, record and mitigate material risks so as to ensure both the short-term and longterm sustainability of the group. The process is integrated and recognises that effective risk management is critical to the achievement of strategic objectives.

Risks and opportunities are identified throughout the year through regular interaction with the business and assessed on the likelihood of occurrence and the potential impact on the group. The risks with the highest exposure for the group are presented to the risk committee for review. The outcome of the review is submitted to the board for approval. This process is facilitated by the Finance Director.

Key risks are identified based on:

RISK BEARING CAPACITY:

The capacity to absorb losses related to risks without threatening the groups ongoing sustainability based on its current business model.

RISK APPETITE:

2

The amount and type of risk the group is willing to accept in pursuing its strategic objectives.

RISK TOLERANCE:

The acceptable levels of variation relative to achieving the group's strategic objectives.

SEGMENT

ANALYSIS GOVERNANCE

The most significant risks to the group have remained consistent and are outlined below.

Risk Risk mitigation

RETAIL SEGMENT MATERIAL RISKS

BUSINESS CONTINUITY
In the event of a disaster and the resulting loss of the headoffice IT infrastructure, the organisation's ability to trade	Business continuity plans have been established in respect ofinformation systems.
may be negatively impacted.	The maintenance of physical protection measures.
	Insurance cover is maintained.
In the event of a disaster at the head office,	A business continuity plan has been developed.
the organisation's ability to operate effectively may benegatively impacted.	The maintenance of physical protection measures.
	Insurance cover is maintained.
As the business operates one distribution centre a disasterat the distribution centre may severely impact the storageand distribution of product	Other group premises together with third party serviceprovider's premises would be utilised to re-establish the storagerequirements and distribution of products.
	The maintenance of physical protection measures. Insurancecover is maintained.
DISTRIBUTION FACILITY
With projected growth the distribution centre is likely toreach its maximum capacity in the next few years.	Operational efficiencies have been implemented, and willcontinue to be investigated.
FASHION TRENDS
Ourabilitytoanticipatethecustomer'sfashionrequirements and provide high-quality merchandise toour customers at an appropriate margin, failure of which	Comprehensive analysis of local and overseas fashion trends withthe objective of providing merchandise which is on-trend andsatisfies our niche customer demand in a timely manner.
may lead to lower sales, excess inventories and morefrequent markdowns as well as having a negative impacton our image, resulting in reduced brand loyalty.	Key performance indicators monitored and used to enhancedecision-making.
HUMAN RESOURCES
Our success and ability to manage our growth depends	The business offers competitive remuneration.
significantly on our ability to attract, develop and retain asufficient number of skilled, motivated and experiencedstaff.	Ongoing staff development is being managed by way of aformalised development process.
INFORMATION SYSTEMS
In order to effectively manage our operations we relyon various IT systems. We regularly maintain and/orupgrade and enhance our information system to supportour business objectives and provide business continuity.	Due to rapid technological changes IT system improvements areinvestigated on an ongoing basis in order to enable the businessto remain competitive in the market. All systems are testedbefore being deployed in the production environment.
Replacing legacy systems or acquiring systems with newfunctionality has inherent risks including disruptionsand delays that may impair the effectiveness of ourinformation systems. The inability to access critical data	An ERP system has been implemented. IT disaster recovery datais hosted in the cloud and a disaster recovery plan has beenformulated.
or trade would be detrimental to the business.	Continuous review and improvement of control environment andpolicies.
	Power generators have been installed at the group's head officeand distribution centre to ensure continuity of power supply.

RISK COMMITTEE REPORT (CONTINUED)

Risk Risk mitigation

LEGAL COMPLIANCE
Need to comply with comprehensive legislation andregulations which are continuously changing. Failure	Our policies, procedures and internal controls are designed tohelp us comply with applicable regulations.
to comply with the various laws could have an adverseimpact on our reputation and the results of operations.	We obtain regular advice from third party consultants andadvisers in respect of legislative changes impacting the business.
	Training of staff takes place where applicable.
	Appointment of an in-house legal executive assists with themanagement of legal compliance.
INTELLECTUAL PROPERTY
The intentional or unintentional infringement of ourintellectual property rights by one of our suppliers or anyother person or entity, could diminish the uniquenessof our products, tarnish our trademarks, or damage ourreputation.	We have taken and continue to take steps to protect ourintellectual property rights locally and, where practical, overseasbut cannot guarantee that such rights are not infringed.
CUSTOMER RETENTION/SPENDING
Retention of existing customers and attraction of newcustomers is key to the success of the business.	We plan to expand our store base and aim to provide highquality fashion, excellent customer service and an exciting retail
Numerous economic conditions, all of which are outsideof our control, could negatively affect the level ofconsumer spending on the merchandise that we offer.If negative economic conditions persist for a sustainedperiod our financial position and results of operationscould be materially adversely impacted. These economicconditions include, but are not limited to, the following:power outages, higher unemployment levels, low levelsof consumer credit, inflation, interest rates, recessionarypressures, increasing fuel and other energy costs, taxation,volatility in the financial markets, and low consumerconfidence in future economic conditions. All of theseconditions may lead to declines in consumer spending on	environment.In order to increase demand for our products and mitigatethe impact of external factors, efforts are continually made topromote the reputation of the Queenspark brands within themarketplace.We have established an online presence in order to retain existingcustomers and attract new customers.Improvements to the customer relationship managementprocess are regularly considered and implemented.
our merchandise.
A third party company provides credit to a substantialnumber of customers through a private label card. The	Continuous monitoring of credit provider's financial reporting.Regular operational meetings held with the service provider
group has no control over the management of this creditprovider.	in order to ensure that an effective working relationship ismaintained.
Turnover may be negatively impacted should the providercease to provide effective credit services to our customers.	Comprehensive detailed analyses of the private label card riskand performance indicators.
	Comprehensive terms and conditions agreed with the creditprovider.

Risk Risk mitigation

SUPPLY CHAIN

The ability to source appropriately priced merchandise timeously, failure of which negatively impacts on turnover growth and profitability.

As the organisation relies significantly on foreign sources of production our business is at risk of various issues relevant to doing business in foreign markets and importing merchandise from abroad.

Fluctuations in the price, availability and quality of fabrics and other raw materials used to manufacture our products, as well as the price for labour and transportation have contributed to and may continue to contribute to ongoing pricing pressures throughout our supply chain.

OUR ABILITY TO EFFECTIVELY LOCATE NEW STORES

We cannot control the availability or cost of appropriate locations within existing or new shopping centres or the success of individual shopping centres. Furthermore, factors beyond our control impact shopping centres, such as general economic conditions, weather conditions, consumer acceptance of new or existing shopping centres, regional demographic shifts, power outages and consumer spending levels. Our store sales are dependent on a certain level of shopping centre traffic and any largescale decline in shopping centre traffic, whether because of a slowdown in the economy or a fall-off in the popularity of shopping centres among our target customers, could have a material adverse effect on our business.

COMPETITION

We compete with local, national and international stores that market and sell similar lines of merchandise. Many competitors are significantly larger and have greater financial, marketing and other resources and enjoy greater name recognition.

In addition to competing for sales, we compete for favourable store locations, lease terms and qualified staff. Increased competition could result in price reductions, increased marketing expenditure and loss of market share. Over the last several years, additional competitors have entered the market. Competitors continue to engage in promotional activity and enhanced their online presence, which has resulted in heightened competition.

Maintain professional relationships with existing suppliers.

Continuously search for potential suppliers locally and abroad.

Continuously analyse the supply chain process (including key financial measures) with a view to identifying inefficiencies and thereby implementing improvements.

Regular comprehensive analyses performed on new and existing shopping centres. Expert advice obtained when required.

Comprehensive analyses of store-related key performance measures.

We continuously strive to differentiate our brands by way of offering our unique fashionable and high-quality merchandise to our customers in order to entrench our product position in the minds of our customers.

We continuously monitor competitors' marketing, online and other strategies, with a view to better understanding the market and its needs.

RISK COMMITTEE REPORT (CONTINUED)

Risk Risk mitigation

PROPERTY SEGMENT
Property may be materially damaged	Insurance policies are regularly reviewed and updated.
	Comprehensive lease agreements implemented.
	Property house rules implemented.
Company personnel and third parties may be injureddue to structural defects during and after property	Appointmentofprofessionalconsultantsandbuildingcontractors.
development.	Insurance policies are regularly reviewed and updated.
	Comprehensive lease agreements implemented.
Redeveloped property may not be leased timeously,	Experienced property agents appointed.
thereby negatively impacting the return on investment.	Market-related rentals being charged.
	Feasibilities prepared prior to approval of development.
LEGAL COMPLIANCE
Need to comply with comprehensive legislation andregulations which are continuously changing.	We obtain regular advice from third party consultants andadvisers in respect of legislative changes impacting the business.

Going forward

Our focus in the coming year is to further entrench our business and insurance risk management capabilities throughout the group, this includes operationalising risk management in each operating entity. The risk committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period. The risk committee (together with the various other risk committees within the group) will continue to focus on the key risks noted above, to the extent that any risks with a (residual) risk rating which is considered unacceptably high are identified, liaise with the applicable risk owner via executive management in an endeavour to ensure that such risks are, to the extent reasonably possible, mitigated to an acceptable level.

ANALYSIS GOVERNANCE

SOCIAL AND ETHICS COMMITTEE REPORT

The social and ethics committee is pleased to present its report to the shareholders of Rex Trueform, which report is for the financial year ended 30 June 2022.

INTRODUCTION

This report is made to shareholders in compliance with the requirements of the Companies Act and King IV.

• Meeting attendance for the committee is set out in the Corporate Governance Report on page 48.
• Each members qualifications and experience are set out in the profiles on pages 36
• Details of fees paid to the social and ethics committee members who are non-executive directors are disclosed in the remuneration report noting that executive directors do not receive a fee in respect of social and ethics committee membership.

SOCIAL AND ETHICS COMMITTEE MANDATE

The social and ethics committee is responsible for assisting the board with the implementation of the applicable recommended practices in terms of King IV in relation to organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships (subject at all times to the proportionality considerations particular to the group). This committee ensures that the company remains a committed, socially responsible corporate citizen.

The social and ethics committee is governed by formal terms of reference which incorporates the requirements of the Companies Act, specifically regulation 43(5). The social and ethics committee furthermore performs the functions of a social and ethics committee (to the extent required) for the company's South African subsidiaries, in accordance with the provisions of the Companies Act.

This is achieved by way of the social and ethics committee, amongst other things, overseeing and monitoring, on an ongoing basis, how the consequences of the group's activities and outputs affect its status as a responsible corporate citizen in the areas of workplace, economy, society and environment.

ROLE OF THE SOCIAL AND ETHICS COMMITTEE

The group understands its role as a responsible citizen and, therefore, aims to build a sustainable business that carefully considers its impact on the environmental and social impact. Meaningful stakeholder engagement, together with impact assessments, guide the formulation of appropriate and relevant business responses. The social and ethics committee is broadly responsible for monitoring the group's activities, having regard to relevant legislation, other legal requirements or prevailing codes of best practice (where practical) in terms of matters relating to:

• Social and economic development, including transformation;
• Good corporate citizenship;
• Ethics;
• Environment, health and public safety;
• Consumer relationships; and
• Labour and employment.

The social and ethics committee is further responsible for:

• Assisting in the implementation of an ethics management programme within the group;
• Overseeing that the ethics of the group are correctly captured and conveyed;
• Assessing ethics-related risks and opportunities;
• Undertaking such other social and ethics- related duties delegated to it by the board;
• Assisting in the implementation of the applicable recommended practices in terms of King IV to relating to organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships, subject at all times to the proportionality considerations particular to the company and its subsidiaries in relation thereto;
• Drawing matters within its mandate to the board as occasions require;
• Reporting to the board and the shareholders; and
• Plays an assessing, initiating, monitoring and reporting role, as opposed to an implementation role, within the company and its subsidiaries.

ETHICS GOVERNANCE

The committee is responsible for directing the group's approach to ethics by approving the code of conduct and related policies and provides ongoing oversight over organisational ethics. In turn, the implementation and management of ethics are delegated by the committee to management. The code of conduct, which formalises the group's stance on various ethical issues, includes and upholds the group's commitment to human rights, equal opportunity, fair treatment, forced and child labour, environment, and anti-bribery and corruption principles. The code of conduct is incorporated into employment contracts and contractual arrangements with suppliers and other service providers. The group is furthermore committed to detecting and responding to (and indeed preventing) fraud and corruption, including by way of the use of the group code of ethics, the whistle blowing hotline and a supplier code of ethics.

During the year, the committee reviewed the group's code of ethics, which is based on the guidance provided by the Organisation for Economic Co-operation and Development's principles on anti-corruption and the UN Global Compact. The policy articulates the group's zero-tolerance approach to fraud, theft, corruption or any similar illegal behaviour, and embeds the business-relevant anti-bribery and corruption compliance framework and processes in our daily activities.

In addition, our supplier code of ethics oblige our suppliers to practice the same ethical governance standards as we do. We are committed to building long standing relationships with our suppliers who are genuinely committed to working together towards decent labour conditions and better environmental performance and will assist them in this regard (should the need arise). We monitor our suppliers' performance through various mechanisms.

TRANSFORMATION

The group remains committed to reflecting an employee demographic that represents South Africa. We have made good strides to transform our business over the years. We observe the principles of equality and fair treatment in all subsidiary operations and interactions with employees. Our executive leadership team remains responsible for executing our B-BBEE transformation strategy across the business. Transformation is monitored by the Social and Ethics Committee.

Our Broad-based Black Economic Empowerment Performance

During the reporting period, the commitment of the company to transformation yielded a level 2 B-BBEE rating. We aim to improve our scores across the four elements of the B-BBEE. These are ownership, management control, enterprise and supplier development and socio-economic development. This report provides details on our progress, targets and outlook regarding our transformation journey.

REX	B-BBEE Score Analysis
Composition of our B-BBEEscorecard	Targetpoints	2022	2021
Ownership	27.00	20.61	20.75
Management control	9.00	6.67	7.00
•Board representation
•Employment Equity
Skills development	N/A	N/A	N/A
Enterprise and supplier
Development	35.00	35.00	35.00
•Procurement	25.00	25.00	25.00
•Supplier development	5.00	5.00	5.00
•Enterprise development	5.00	5.00	5.00
Socio-economic development	2.00	2.00	2.00
Total	73.00	64.28	64.75
Level contributor status		2	2

SOCIAL AND ETHICS REPORT (CONTINUED)

Ownership

The ownership element measures the effective ownership of enterprises by black people, including how they are entitled to the voting rights and economic interest associated with the equity holding. Voting rights afford the rights to determine strategic and operational policies of an enterprise, while economic interests result in the accumulation of wealth by black people.

Management Control

Management control is exerted through various governing bodies, including the Board and executive management. Read more about our Board composition on page 36.

Supplier and Enterprise Development

The enterprise and supplier development element comprises preferential procurement and enterprise and supplier development. It is designed to widen market access for entities to integrate into the mainstream of the economy by encouraging the adoption of B-BBEE.

Preferential procurement refers to the extent to which the group buys goods and services from suppliers with excellent B-BBEE credentials. Enterprise and supplier development refers to the monetary and non-monetary support to develop and foster new or existing small and micro Black-owned enterprises. The increase in our score for preferential procurement reflects our commitment to increased investment in procuring from Black, black owned and qualifying small and micro-enterprises.

We are actively investing in the transformation of our supply chain with an increased focus on understanding the contributor level of each supplier in the database. We also track B-BBEE certificates and monitor our supply chain B-BBEE initiatives each month. The group applies due diligence processes to ensure that each supplier meets the relevant criteria. Our supplier programme aims to remove barriers for emerging black and black-women owned businesses to enter into our supplier base. At the core of the initiative is the unlocking of market opportunities for previously disadvantaged owned enterprises and the further provision of capital and relevant capacity building.

We continue to invest in enterprise and supplier development projects that add supplier diversity and embark on new projects that add value to our supply chain.

R 220 000Spend with qualifying B-BBEE	R 219 574Spend on Enterprise
Suppliers	Development

A few of our key initiatives are included below:

The group's flagship partnership with The Clothing Bank ("TCB") has been a success story of economic empowerment. The group donates merchandise to this non-profit and public benefit organisation, with TCB's primary aim being to help participants become self-sufficient by acquiring acumen, life skills and mentorship. Through merchandise donations to the Clothing Bank, the group is actively enabling unemployed South African, mainly women, to become financially and socially independent and to reduce the impact of poverty in their lives.

SEGMENT

ANALYSIS GOVERNANCE

Enterprise Development: Kheper

Husband and wife duo, Martin and Mena started Kheper in 2017 with the aim of creating a locally manufactured active wear brand for women of all shapes and sizes. The business was originally home based with 3 sewing machines and 2 seamstresses. In 2020 Kheper signed their first 350m2 warehouse lease allowing for an increased staff contingent consisting of 9 seamstresses, admin staff, independent pattern makers, cleaners, order pickers and cleaners. The enterprise development contribution from the group assisted in purchasing two more sewing machines.

Socio-Economic Development

Jaymee Lee Vermeulen (Medical Student)

Kayleigh Williams (BCom Student)

Socio-economic development contributions are those financial or non-financial contributions to individuals or communities where at least 75% of the beneficiaries are classified as black. Our socio-economic development initiatives are rooted in supporting and investing in our communities.

At the heart of our social development is our intent to be a responsible corporate citizen and as such have focused on initiatives that invest in education. During the financial year the company contributed meaningfully to the tertiary education costs of three deserving, previously disadvantaged students, namely Yonela Jaxa, Kayleigh Williams and Jaymee Lee Vermeulen.

Social Development: Yonela Jaxa

Yonela Jaxa started her journey at Queenspark in 2013 as a receptionist at the Head office in Salt River, Cape Town. All she aimed for was a consistent job to support her family, but after being exposed to the world of retail fashion, she developed an enthusiasm and a keen interest for fashion as a marketing creative. It was at this point that she became intentional and purposeful in her professional growth within the marketing team.

Driven by her willingness to learn and her passion to follow a career in marketing, in 2019 she took the initiative and approached management at the Marketing department, offering to assist the Customer Care team while still working from the reception desk. The team welcomed the request, believed in her capability and gave her the opportunity. She was ready for the new challenge and took it head on with a positive learning attitude. As a result, in 2020 when an opportunity became available for her to enrol for a Higher Certificate programme in Marketing Management, she pursued the opportunity with zeal was funded by the company and completed with distinctions.

Upon completion, Yonela joined the Marketing Department as a Marketing Coordinator and as a result of her focus, dedication and positive attitude and in 2021 she was awarded a company sponsored bursary to pursue a BCom degree in Marketing Management, she is currently in her second year and will be graduating in 2023.

ENVIRONMENTAL REPORT

The group is committed to reducing its environmental impact with a particular focus on water, energy, transportation, product manufacturing and disposal. The group acknowledges that its operations have an impact on the natural environment, both directly through electricity, fuel and materials consumed in its operations and indirectly through impacts associated with the production, use and end-of-life disposal of the products it sells. The group continues to consider and, where practical, implement various initiatives that will assist in limiting damage to the environment. The impacts of initiatives have not been measured and therefore only a general narrative on some of the key areas by the group is provided.

Electricity and water

The group is a user of electricity and water throughout its operations. The group has taken the following steps in an attempt to better manage its electricity and water consumption:

Rex Trueform Office Park and the Distribution Warehouse

Various water and energy-saving measures continue to be implemented including:

• Filtered borehole water is used for all purposes at Head Office and by all other tenants in the building. The filtrated borehole water is currently utilised to the extent of approximately 85% of the Rex Trueform Office Park's total water requirements.
• During load shedding, a generator supports Head Office and its national store operations.
• Movement sensors (where practical) which modify lighting requirements in an endeavour to ensure that electricity is not utilised unnecessarily;
• Energy-saving light fittings and bulbs have been installed (where practical) with approximately 65% of the total office space in the Rex Trueform Office Park currently utilising LED fittings;
• Bathroom washbasin sensors have been installed to regulate the water consumption in an endeavour to ensure that water is not utilised unnecessarily;
• Tenants are encouraged to use the company's central recycling facility with the provision of bins at a centralised point to sort paper, plastic bottles, heavy paper and cardboard, which are uplifted for recycling purposes and the integrity of the streaming process is retained.

Consumption(kl)	Boreholewater	Consumption(kl)
2063	June to
1786	2022	8264
		August

We are in the process of rolling out the our solar energy and roof maintenance project in the Rex Head Office and Distribution Warehouse.

FY2022 Q3425.337FY2022 Q4352.432	Electricity	Consumption – municipal(kWh)

Recycling and disposal of waste

The major forms of waste in the business are paper, cardboard and plastic packing materials. The group is committed to reducing its own waste through reusing and recycling. Procedures relating to recycling or disposal have been instituted as follows:

• Actively drive the reduction of single-use packaging in the value chain and ensure collaboration on sustainable solutions to reduce environmental pollution and postconsumer waste to landfill;
• Clothing hangers are sorted and cleaned by an outside agency before being returned to the distribution centre for re-use;
• Reject hangers are recycled 100% sent for grinding and the powder is used to reproduce plastic items (bowls, buckets, etc);
• Cardboard cartons are reused until they are deemed unusable with the unusable cartons being recycled and sent for pulping;
• Cardboard and paper waste is mostly sold to recycling agencies;
• Wastage at retail stores has, where practical, been contained to a minimum and is managed by shopping centre disposal processes; and
• A waste-recycling programme has been implemented in respect of the Rex Trueform Office Park.

ABOUT REX TRUEFORM OVERVIEW

SEGMENT

ANALYSIS GOVERNANCE

Employment equity

The group remains fully committed to fostering an organisational environment that supports the principles of employment equity and shaping the advancement of each employee. The group understands and embraces the responsibility it has in terms of South Africa's transformation processes and accordingly employment equity is a business priority to ensure an integrated and diverse workplace that is truly representative of the demographics of South Africa. In this regard, the group provides equal opportunities, has a strong culture of internal promotion and upliftment of its employees, and continues in its endeavours to attract, appoint and nurture the growth of all employees at all levels, in an endeavour to ensure a sustainable and competitive advantage, both currently and in the future. Employees play a key role in the success of the operations of the group. Accordingly, the training, development and motivation of personnel at all levels continue to receive high priority. Training programmes are continually provided at various levels within the group.

PLANNED AREAS OF FOCUS FOR THE NEXT FINANCIAL YEAR AND BEYOND

• We remain committed to identifying additional strategies for all B-BBEE elements to create value and contribute positively to society.
• Planned areas of focus include overseeing and approving the group's approach to reducing its carbon footprint, waste and plastic and the continued expansion of the company's enterprise, supplier development and socioeconomic development contributions.
• Continue to oversee and approve investment in the transformation of the business and supply chain that reflects the group's commitment to B-BBEE and monitoring as to how the consequences of the group's activities and outputs affect its status as a responsible corporate citizen in the abovementioned areas.

The social and ethics committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period.

PM Naylor Chairperson: Social and Ethics Committee

GROUP STAKEHOLDER ENGAGEMENT

Understanding our stakeholders ensures that we can adapt to the rapidly changing external environment in which we operate and ultimately improve our value creation process, which is of particular importance in an era of social and technological changes.

WHY WE ENGAGE

• Gain insight into the nature and quality of our relationships with our key stakeholders
• Identify and respond to issues affecting our stakeholders and our business
• Improve our understanding of stakeholders' legitimate expectations
• Strengthen the transparency and accountability through which we have established valued relationships

HOW WE ENGAGE

Engagement efforts are aimed at stakeholders who have a significant interest in the group's operations or significant influence over the way we aim to create value. We have identified specific engagement methods for each of our key stakeholders. These methods include electronic channels, written communication, direct interaction and media.

When appropriate we undertake specific engagements on topics or matters that may arise.

While the social and ethics committee has the primary responsibility of oversight of stakeholder management the audit committee oversees engagement with the JSE, shareholders and investors with the remuneration committee overseeing interactions with shareholders and employees regarding remuneration decisions.

The material relationships we disclose here are those that either have a significant level of influence or interest in the group.

STAKEHOLDER	Rationale for engaging	Means of engaging
Retail customers	•To obtain customerloyalty and achievecustomer satisfaction	•Customer feedback via helpdesk•Customer feedback at stores•Interaction with account holders of private label card viavarious communication channels•Use of social media and web-based channels
Tenants	•To be the differentiatedprovider of relevant space•To maintain a goodrelationship with ourtenants	•Regular meetings with tenants where they are encouraged tocomment and contribute to any aspect of the managementof the Rex Trueform Office Park•Responding to any tenant's requirements on a day-to-daybasis through the office of the building manager•Assisting tenants, whenever reasonably possible, with theirarrangements for special events in the Rex Trueform OfficePark•Seeking consensus with tenants regarding the timeline ofany materially noisy and/or disruptive work required in theRex Trueform Office Park from time to time

ABOUT REX TRUEFORM OVERVIEW SEGMENT

ANALYSIS GOVERNANCE

FINANCIAL STATEMENTS

STAKEHOLDER	Rationale for engaging	Means of engaging
Shareholders	•To provide ourshareholders withrelevant, timeous andbalanced information	•Corporate reporting•Direct engagement on proposed resolutions prior to theAnnual General Meeting•Integrated annual report•Annual financial statements•Interim reporting announcements•Annual general meeting•SENS announcements, trading updates and circulars (whenapplicable)•Website•Direct contact with the company via the company secretary
Employees	•To ensure that we attractand retain relevant talent•To ensure that wemotivate employees•To increase ouremployees' productivity•To ensure employeeloyalty	•Centralised human resources function•Annual performance discussions•Induction, training and development programmes•Liaison committees•Policy development and distribution•Digital channels
Suppliers	•To ensure that we receivea timeous supply of highquality merchandise atthe right price•To establish trust andloyalty and align businessinterests for the long term•To maintain a goodrelationship with oursuppliers with the viewto ensuring a longterm benefit for bothparties that will assist inmaximising our buyingefficiencies (in relation tothe purchasing of goods)and in ensuring that oursuppliers maintain a highethical standard	•Regular supplier interaction including various forms ofcorrespondence and (in relation to the suppliers of goods)site visits to ensure responsible management of thesupplier base•A formal procurement process is in place to appointsuppliers, which includes a formal evaluation process (tothe extent required) and responsible take-on procedures inthe form of supplier criteria forms and supplier agreements.•By applying our supplier code of ethics and third partyaudits (in relation to the suppliers of goods) we endeavourto ensure that we source ethically•Whistle-blowers hotline
Regulators,Legislators andGoverning Bodies	•Ensure ethical businesspractices•Legislative, industry andregulatory compliance•Undertake nationalpriorities	•Regulatory filings and submissions•Formal and informal discussions•Participation in national priorities

AUDIT COMMITTEE REPORT

The Audit Committee ("the committee") is pleased to present its report to the shareholders of Rex Trueform Group Limited for the financial year ended 30 June 2022.

Introduction

This report is issued in compliance with the requirements of the Companies Act and King IV.

Audit committee mandate

The audit committee also performs the audit committee functions for its subsidiary companies, Queenspark Proprietary Limited, Ombrecorp Proprietary Limited and Queenspark Distribution Centre Proprietary Limited (the company and its subsidiaries, collectively hereinafter referred to as "the group").

The committee is governed by formal terms of reference that is reviewed regularly, delegated to it by the board of directors, which regulates the committee's functioning, processes and procedures. The committee fulfilled its responsibilities in accordance with its terms of reference during the 2022 financial year.

Members of the audit committee and attendance at meetings

All members of the committee are independent non-executive directors, with the committee being chaired by PM Naylor, the non-executive chairperson of the company. The members of the committee have the necessary academic qualifications, or experience, financial literacy and skills to execute their duties effectively.

The committee met twice during the year under review, specifically prior to the publication of (and to review) the company's and the group's interim and final results (in addition to reviewing the reports of the external auditors and the group's risk committees).

The committee meetings were attended by the external auditors, the chairman of the board, the executive directors and the financial managers of the group by invitation. Each committee meeting is preceded by meeting dates and topics agreed well in advance each year and by the distribution of an Audit Committee pack to each attendee, comprising the distribution of a comprehensive committee pack containing all information required in order to assist the committee in fulfilling its duties.

Role and responsibilities of the committee

The committee's role and responsibilities include the following:

• ensuring that appropriate financial procedures have been established and are operating;
• overseeing integrated reporting;
• ensuring a combined assurance model is applied to provide a co-ordinated approach to all assurance activities;
• reviewing the effectiveness of the company's finance function and considering, on an annual basis, and satisfying itself of the appropriateness of the expertise and experience of the financial director;
• overseeing the internal audit process;
• acting as an integral part of the risk management process;
• nominating the external auditor and overseeing the external audit process;
• complying with any further responsibilities included in the committee's terms of reference and/or the Companies Act and the regulations thereto, to the extent not specifically addressed above; and
• external auditor's appointment, independence and oversight of the external audit process.

External auditor's appointment, independence and oversight of the external audit process

The committee has nominated PwC for appointment by shareholders as the company's external auditor, at the 2022 annual general meeting with Richard Jacobs as the designated registered auditor for the 2023 financial year, the committee having satisfied itself (as required by the JSE Listings Requirements) that the:

• audit firm is accredited by the JSE; and
• quality of the external audit is satisfactory (after referencing the most recent inspection reports issued by the Independent Regulatory Board for Auditors (IRBA) in respect of both audit firm and the designated audit partner).

The committee also gave due consideration to the independence of the external auditor and is satisfied that PwC is independent of the group and executive and senior management and therefore able to express an independent opinion of the group's annual financial statements.

The external auditor is afforded unrestricted access to the group's records and to management. Any significant issues arising from the annual audit (if any) are brought to the committee's attention. In this regard, it is noted that the audit adjustments identified by the external auditor were considered by the committee, applicable adjustments to the financial statements were made (having regard to applicable materiality levels) and an unmodified external auditors report was issued.

The nature and extent of the non-audit services that the external auditor provides to the company and group have been agreed by the committee, being rental turnover advisory-related non-audit services, and the external auditor (via separate departments and utilising personnel who are not involved in the external audit process in respect of the group) is only permitted to provide such pre-agreed non-audit services to the group. Any proposed agreement with the external auditor for the provision of nonaudit services is pre-approved by the committee.

Expertise and experience of financial director and evaluation of the finance function

As required by the JSE Listings Requirements, read with King IV, the committee has considered the appropriateness of the expertise and experience of the financial director, and the effectiveness of the finance function (after meeting with the external auditor without the financial director and any representatives of the finance function being present).

In this regard, the committee is of the view that Damien Franklin, the group financial director, possesses the appropriate expertise and experience to fulfil his responsibilities in that position. The committee, after having furthermore considered the expertise, resources and experience of the finance function, has confirmed that such function is effective, including having regard to the nature, complexity and size of the group's operations.

Internal financial controls

The committee noted that there were weaknesses in the design, implementation or execution of internal financial controls. The weaknesses have been disclosed to the committee and external auditors and steps are being taken to remedy the deficiencies. None of the control weaknesses resulted in a material financial loss, fraud, corruption or error. The audit committee is therefore of the opinion that:

• notwithstanding the weaknesses identified, the internal financial controls are effective (including in their implementation) and accounting practices are appropriate, which both form the basis for the preparation of reliable financial statements in respect of the year under review; and
• the company has established appropriate financial reporting procedures and that these procedures are operating effectively.

Financial statements and accounting practices

Following the review by the committee of the annual financial statements for the year ended 30 June 2022, the committee is of the view that in all material respects they comply with the relevant provisions of the Companies Act as well as International Financial Reporting Standards and fairly present the group and the company's financial position at that date and the results of operations and cash flows for the year then ended.

Integrated annual report

The committee has satisfied itself as to the integrity of the integrated annual report due to be published on 31 October 2022.

Conclusions

The committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period. Having achieved its objectives, the committee has recommended the annual financial statements and will recommend the integrated annual report for the year ended 30 June 2022 for approval by the board.

The board has subsequently approved the annual financial statements, and will approve the integrated annual report, which will be open for discussion at the forthcoming annual general meeting.

On behalf of the committee

PM Naylor Chairperson: Audit Committee

31 October 2022

OUR REMUNERATION REPORT

• Meeting attendance for the committee is set out on page 49.
• Each members qualifications and experience are set out in the profiles on pages 36.
• The independence of the non-executive directors are noted on page 36

The remuneration committee is mandated by the board to ensure that the groups remuneration policies and decisions are:

• aligned with the interests of all stakeholders;
• closely aligned with the delivery of the groups long-term strategic objectives;
• fair and responsible; and
• effective at attracting and retaining talent.

This remuneration report is prepared in accordance with the requirements of the Companies Act, King IV and the JSE Listing requirements.

Background statement

The group recognises that employees play an essential role in its operations. Accordingly, the training, development and motivation of staff at all levels, together with management's responsibility for their health and safety in the workplace, continue to receive a high level of attention. Group employees are, in the main, employed in the subsidiary companies and, therefore, this report includes matters relating to the group employees.

The role and responsibility of the committee

The remuneration committee assists the board to formulate and administer an effective remuneration strategy that:

• meets all legislative and regulatory requirements.
• delivers on the groups commitment to fair, transparent and responsible executive and director remuneration.
• is aligned with the groups long term strategic objectives.

The remuneration committee is mandated by the board to ensure that the remuneration policy achieves its key objective of sustainable value creation over the short, medium and long term.

In determining the remuneration of directors and senior executives, the remuneration committee approves packages designed to:

• attract, reward, retain and motivate appropriate incumbents;
• promote the achievement of strategic objectives within the organisation's risk appetite;
• promote positive outcomes; and
• promote an ethical culture and responsible corporate citizenship.

Independent external advisors

The remuneration committee ensures that the group remains up to date with evolving legislation and remuneration practices given the nature, complexity and size of the group through ongoing training, research and monitoring. Independent and objective expert advice is obtained including with respect to industry benchmarking. The remuneration committee retained PwC as an independent specialist advisor on certain matters pertaining to remuneration. This includes, for example, best practices and benchmarking. The remuneration committee is satisfied that PwC provided independent advice and services to the group.

The remuneration policy and the remuneration implementation report will be tabled for separate nonbinding advisory votes by shareholders at the company's upcoming annual general meeting. In the event that either the remuneration policy or the remuneration implementation report, or both, has/have been voted against by 25% or more of the voting rights exercised then, the company, in good faith and with best reasonable effort, will engage with dissenting shareholders to ascertain the reasons for the dissenting votes in an endeavour to appropriately address legitimate and reasonable objections and concerns raised.

Remuneration policy

The groups remuneration philosophy is to build a diverse and high performance team that is fairly rewarded and incentivised and further to ensure that the company's executives and directors are fairly, responsibly and transparently rewarded for their individual contributions to group's overall performance. The group's policy is to remunerate executives and employees fairly in relation to the market and the nature of the services they provide. The group's intention is to ensure the promotion of a performance-based culture across the business to ensure that the group meets its operational, financial and strategic objectives within the group's risk appetite, the promotion of positive outcomes, and to furthermore promote an ethical culture and responsible corporate citizenship.

The group looks to attract, engage, motivate, reward and retain talented employees, and remuneration therefore needs to be competitive owing to the portability of skills. Market information is sourced from industry-specific and generic remuneration surveys obtained on a regular basis. Remuneration packages are determined by considering market benchmarks, the group's financial performance, the importance of a particular position relative to the group's business, the required skill set, job-specific experience and the performance and contribution of individual incumbents. Against this background, the remuneration policy is designed to achieve a fair and sustainable balance between financial and non-financial rewards.

The group utilises Remchannel national surveys to annually benchmark remuneration against industry norms to ensure that staff are rewarded competitively in relation to the broader employment market. Independent experts assist with remuneration benchmarking to ensure that decisions are objective and fair.

The remuneration committee is of the view that the remuneration policy is aligned with the overall business strategy and has achieved its stated objectives. Future areas of focus of the remuneration committee will include the remuneration payable to both directors and senior management, and the provision of direction to the Rex Trueform Share Trust in terms of making share awards to ANALYSIS GOVERNANCE

group employees from time to time. Focus has also been placed on mechanisms that can be utilised to meet the recent employment equity requirement which aims to address the disparity between pay scales at upper and lower levels.

Employee remuneration

Group remuneration packages for the majority of permanent employees comprise a mix of the following: a base salary, job-specific allowances, performancelinked incentives, bonuses and retirement funding with a further benefit being a discount on certain in-store purchases.

Group remuneration levels are reviewed annually and annual increases are (to the extent applicable) implemented in July each year per the annual salary review process.

Queenspark retail store operational employees participate in the Queenspark store incentive scheme, which rewards those employees on a quarterly basis for meeting predetermined financial performance criteria, including sales and profitability targets.

Group employees are required to join the Alexander Forbes Retirement Umbrella Fund ("the retirement fund") in which the group participates in accordance with the rules of the retirement fund. The retirement fund consists of a pension scheme. Risk benefits such as death, disability and funeral cover are provided through membership of the retirement fund. The Chairman of the board has been appointed as the Chairman of the retirement fund.

The remuneration committee is satisfied that it has met its responsibilities in terms of the board charter and that the remuneration policies it has applied and the decisions it has taken have fulfilled the objective of fair and responsible remuneration.

M Molosiwa Chairperson: Remuneration Committee

Shareholders view on our remuneration

At the 2021 AGM, all remuneration related resolutions received significant support from our shareholders.

ADVISORY VOTE 1: Advisory Vote 1:

Endorsement of the remuneration policy report

SPECIAL RESOLUTION 3:

Non-executive directors fees

Executive remuneration

The remuneration of the group's executive directors is set out below and in the notes to the financial statements.

Group executive remuneration packages include a mix of the following: a base salary, incentive and retirement funding. The CEO's service contract is for an indefinite period and is subject to a three-month notice period.

Executive directors do not receive remuneration in the form of directors' fees in respect of meetings attended. The executive directors participate in the group share scheme, which is detailed in the notes to the financial statements.

Key management personnel

Key management personnel are those that have authority and responsibility for planning, directing and controlling the activities of the group. The company has determined that it has no prescribed officers, or key management personnel, other than as noted herein.

Employment equity

The group remains fully committed to fostering an organisational environment that supports the principles of employment equity and shaping the advancement of each employee. The group understands and embraces the responsibility it has in terms of South Africa's transformation processes and accordingly employment equity is a business priority to ensure an integrated and diverse workplace that is truly representative of the demographics of South Africa. In this regard, the group provides equal opportunities, has a strong culture of internal promotion and upliftment of its employees, and continues in its endeavours to attract, appoint and nurture the growth of all employees at all levels, in an endeavour to ensure a sustainable and competitive advantage, both currently and in the future.

Employees play a key role in the success of the operations of the group. Accordingly, the training, development and motivation of personnel at all levels continue to receive high priority. Training programmes are continually provided at various levels within the group.

Remuneration implementation report

The total group remuneration for the executive and non-executive directors, and key management personnel is as follows:

DIRECTORS'EMOLUMENTS	Directors'fees(R'000)	Fees forotherservices^(R'000)	Basicsalary(R'000)	Performancerelatedpayments(R'000)	Sharebasedpayment(R'000)	Value ofotherbenefits(R'000)	Retirementfundcontributions(R'000)	Total2022(R'000)	Total2021(R'000)
DIRECTORS'REMUNERATION
Executive directors
CL Lloyd	–	–	–	–	239	4	–	243	203
D Franklin	–	–	1 438	125	287	60	62	1 972	1 908
	–	–	1 438	125	526	64	62	2 215	2 111
Non executivedirectors
MA Golding	385	81	–	–	–	–	–	466	536
PM Naylor	176	128	–	–	–	–	–	304	349
HB Roberts	154	81	–	–	–	–	–	235	271
LK Sebatane	154	35	–	–	–	–	–	189	218
MR Molosiwa	154	–	–	–	–	–	–	154	177
	1 023	325	–	–	–	–	–	1 348	1 551
Key management
WD Nel	–	–	–	–	239	–	–	239	331
Total	1 023	325	1 438	125	765	64	62	3 802	3 993

^ These are fees for services rendered in respect of the audit, risk, social and ethics, and retirement fund committees.

SEGMENT

ANALYSIS GOVERNANCE

Non-executive directors' remuneration

Non-executive directors are paid a base fee for their services as directors. Fees are based on an assessment of, among other things, the non-executive directors' time commitment and increased regulatory and governance obligations.

Fees paid to the non-executive directors for the 2022 reporting period are noted above and are also outlined in the notes to the financial statements.

The remuneration of non-executive directors is reviewed annually by the remuneration committee and recommended to shareholders for approval at the relevant annual general meeting.

The fees for the period 1 July 2022 to 30 June 2024 (or until renewal, whichever is earlier) as set out below have been proposed and will be submitted to shareholders for approval as per the notice of annual general meeting:

Value-added tax-inclusive fees for services rendered to Rex Trueform as non-executive directors

	Proposed2023R	Approved2022R	Approved2021R
Chairman of the board	404 250	385 000	385 000
Lead independent director	184 800	176 000	176 000
Director	161 700	154 000	154 000
Chairman of the audit committee	48 510	46 200	46 200
Member of the audit committee	36 960	35 200	35 200
Member of the risk committee	48 510	46 200	46 200
Chairman of the social and ethics committee	36 960	35 200	35 200
Member of the social and ethics committee	30 030	28 600	28 600
Chairman of the retirement fund	55 440	52 800	52 800

FINANCIAL STATEMENTS

REX TRUEFORM GROUP LIMITED

71	Statement of Responsibility
72	Directors' Report
76	Summarised Consolidated Statementof Financial Position
77	Summarised Consolidated Statementof Comprehensive Income
78	Summarised Consolidated Statementof Changes in Equity
79	Summarised Consolidated Statementof Cash Flows
80	Segmental Analysis
	Notes and page references in the statement of responsibility anddirectors report refer to the notes and pages in the full set of annualfinancial statements published on 30 September 2022.

ABOUT REX TRUEFORM OVERVIEW SEGMENT

ANALYSIS GOVERNANCE

FINANCIAL STATEMENTS

Companies Act notice

These financial statements of Rex Trueform Group Limited (registration number: 1937/009839/06) have been audited in terms of the Companies Act 71 of 2008 (as amended) ("the Companies Act") and have been prepared under the supervision of the group financial director, D Franklin CA(SA).

Directors' responsibility statement

The directors are responsible for the preparation and fair presentation of the group and company annual financial statements of Rex Trueform Group Limited, which comprises the statements of financial position at 30 June 2022 and the statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements which include a summary of significant accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa and the directors are furthermore responsible for the preparation of the Directors' Report, which forms part of the annual financial statements.

The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management, as well as preparation of the supplementary schedules included in the annual financial statements. Furthermore, the directors are responsible for implementing controls and security to maintain the integrity of the company's website.

The directors have made an assessment of the ability of the company and its subsidiaries to continue as going concerns and have no reason to believe that the businesses will not be going concerns in the year ahead.

The auditor is responsible for reporting on whether the group and company financial statements are fairly presented in accordance with the applicable financial reporting framework.

Approval of group and company annual financial statements

The group and company annual financial statements of Rex Trueform Group Limited, as identified in the first paragraph, were approved by the board of directors on 30 September 2022 and signed by:

PM Naylor MA Golding

Chairman Chief executive officer Authorised director Authorised director

CEO and CFO responsibility statement

The CEO and CFO hereby confirm that:

The annual financial statements set out on pages 14 to 89 fairly present in all material respects the financial position, financial performance and cash flows of Rex Trueform Group Limited in terms of IFRS. To the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading. Internal financial controls have been put in place to ensure that material information relating to the Rex Trueform Group Limited and its consolidated subsidiaries have been provided to effectively prepare the consolidated financial statements of Rex Trueform Group Limited. The internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls. Where we are not satisfied, we have disclosed to the audit committee and the auditors any deficiencies in design and operational effectiveness of the internal financial controls, and have taken steps to remedy the deficiencies. We are not aware of any fraud that involves directors.

MA Golding D Franklin Authorised director Authorised director

Company secretary's certificate

Chief executive officer Group financial director

I certify that Rex Trueform Group Limited has filed all returns and notices as required by a public company in terms of the Companies Act and that all such returns and notices appear to be true, correct and up to date.

AR Mushabe Company secretary

DIRECTORS' REPORT

Nature of business

Rex Trueform Group Limited is an investment holding company incorporated in South Africa and listed on the Johannesburg Stock Exchange Limited ("JSE") in the "apparel retailers" sector. The company has investments in fashion retail, property, water infrastructure and media and broadcasting. The company and its subsidiaries are collectively referred to as "the group". Subsidiaries held directly are presented in note 8 of the annual financial statements.

The retail segment consists of the retail sales of ladies' and men's clothing, shoes, costume jewellery, related fashion accessories and cosmetics through Queenspark branded outlets located in South Africa and Namibia. Namibian operations ceased in December 2020 and have been accordingly disclosed as discontinued operations in the annual financial statements. There were a total of 86 (2021: 79) stores in operation as at 30 June 2022 with 10 new stores opened and 3 stores closed during the financial year. Queenspark successfully launched its online sales platform in June 2020.

The group's property portfolio consists of developed and undeveloped properties, held directly and indirectly through a subsidiary, Queenspark Distribution Centre Proprietary Limited. Rex Trueform Office Park situated in Salt River is the main operating property within the segment followed by the property located in Wynberg, which is utilised by the retail segment as a distribution centre. Two properties are undeveloped, a vacant factory and vacant land situated in Salt River. The vacant factory has heritage significance which limits any potential development. The board is actively looking for development opportunities which will yield a satisfactory return in relation to any capital outlay.

Water infrastructure investments are held via the groups investment in Ombrecorp Trading (RF) Proprietary Limited and SA Water Works Holding Company (RF) Proprietary Limited and its subsidiaries. Operations consist of two water concession businesses operating in Mpumalanga and KwaZulu-Natal, which provide water and water services to residential, industrial and commercial consumers pursuant to concession agreements executed with municipalities in the respective areas.

The media and broadcasting segment comprises of the groups investment in Telemedia Proprietary Limited which is a broadbased media broadcast facility, manufacturer and supplier. Services include the installation of satellite transmission and radio and television signal distribution and the supply of microwave and satellite news gathering services including broadcasting, studio recording and services ancillary thereto.

Financial results

The financial results of the company and the group for the year are set out in the financial statements.

Share capital

The share capital of the company, both authorised and issued, is set out in note 16 to the financial statements.

Dividends

Details of dividends paid during the year are as follows:

	2022R'000	2021R'000
Dividends on 6% cumulative preference shares:
Half-year ended 31 December 2021	8	8
Half-year ended 30 June 2022	9	9
	17	17

The directors have not proposed a dividend per share (2021: R nil) in respect of the ordinary and "N" ordinary shares.

Solvency and liquidity test

The directors have performed the required solvency and liquidity tests required by the Companies Act of South Africa.

Holding company

The company's holding company is African and Overseas Enterprises Limited ("African and Overseas") who holds a 55.97% (2021:71.98%) voting interest and a 52.20% (2021:54.35%) economic interest in the company. The company's ultimate holding company is Geomer Investments Proprietary Limited.

Investments

Full details of the company's investments are set out in notes 8, 9 and 10 to the financial statements.

Special resolutions

At the annual general meeting of Rex Trueform Group Limited held on 2 December 2021 the shareholders approved the following special resolutions as tables in the notice to the annual general meeting:

• Special resolution 1: Financial assistance
• Special resolution 2: General authority to acquire shares
• Special resolution 3: Approval of non-executive directors' fees
• Special resolution 4: Allotment and issue of shares to directors and prescribed officers

Corporate governance

During the financial year under review, the directors subscribed to the principles of corporate governance as set out in King IV. Specific applicable disclosure requirements are dealt with in the integrated annual report. Please note the corporate governance report in the integrated annual report in particular in this regard.

Board committees

The reports of the various board committees are included in the integrated annual report.

Auditors

PwC will continue in office in accordance with Section 90(1) of the Companies Act.

Directors and company secretary

The names of and detail of emoluments paid to the executive and non-executive directors of the company are reflected in note 30 to the annual financial statements. The Company Secretary is AR Mushabe.

The following changes in the composition of the board of directors occurred during the year:

Director	Event	Date
HB Roberts	Retired by rotation	2 December 2021
	Re-elected	2 December 2021
LK Sebatane	Retired by rotation	2 December 2021
	Re-elected	2 December 2021
MR Molosiwa	Retired by rotation	2 December 2021
	Re-elected	2 December 2021

There were no other changes to the composition of the board of directors during the year.

Subsequent to 30 June 2022, CL Lloyd resigned as chief executive officer whilst retaining her position on the board as legal and strategic advisor with effect from 31 July 2022. MA Golding, current chairman, has been appointed as the chief executive officer of the company with effect from 1 August 2022 and has therefore resigned as chairman with effect from 31 July 2022. PM Naylor has been appointed as chairman of the board on an interim basis with effect from 31 July 2022. Refer to SENS dated 27 July 2022. PM Naylor was also appointed as chairman of the nomination committee and as a member of the remuneration committee.

LK Sebatane, MR Molosiwa and PM Naylor will retire at the 2022 annual general meeting in accordance with the company's Memorandum of Incorporation but, being eligible, will offer themselves for re-election.

Directors' interests in shares

The interests of directors in the ordinary and "N" ordinary shares of the company at 30 June 2022 were as follows:

Director	Direct holding	Indirect holding	African andOverseas	Total
2022
MA Golding1	–	3 390 234	4 193 975	7 584 209
HB Roberts2	–	4 265 317	5 651 618	9 916 935
CL Lloyd	110 848	–	60 589	171 437
D Franklin	77 686	–	–	77 686
Total	188 534	7 655 551	9 906 182	17 750 267
2021
MA Golding1	–	2 214 747	4 262 863	6 477 610
HB Roberts2	–	4 261 561	5 824 792	10 086 353
CL Lloyd	92 368	–	52 109	144 477
D Franklin	44 334	–	–	44 334
Total	136 702	6 476 308	10 139 764	16 752 774

1 Shares held via Geomer Investments (Pty) Ltd.

2 Shares held via Ceejay Trust, Gingko Investments 2 (Pty) Ltd and Gingko Trading (Pty) Ltd.

There have been no changes in the directors' interests in shares between 30 June 2022 and the date of approval of the annual financial statements of the company.

Employee share incentive scheme

Full details of share awards and options granted and exercised are reflected in note 31 to the financial statements.

Litigation statement

Other than the matters referred to in note 42 in the financial statements, there are no material legal or arbitration proceedings (including proceedings which are pending or threatened of which the directors are aware) which may have or have had, during the 12-month period preceding the last practicable date, a material effect on the financial position of the group. Also refer to note 8 and 9 with regards to significant judgements and key assumptions.

Events subsequent to the reporting date

An agreement was entered into between Geomer Investments and the previous shareholders of Telemedia whereby the ordinary shares issued by Rex Trueform, as part of the consideration payable for the company's 63.71% acquired interest in Telemedia, would be purchased by Geomer Investments. In terms of the sale and purchase agreement the company had undertaken to underpin the ordinary share price for a period of 12 months. On 1 July 2022, the board of directors of Rex Trueform Group Limited and African and Overseas Enterprise Limited signed a waiver, via special resolution, as a result of the sale of shares agreement between Geomer Investments and the sellers. This had the effect of relinquishing the company from its undertaking to underpin the share price and its option to purchase the ordinary shares with effect from the same date. The financial liability will therefore be reversed on 1 July 2022. Refer to note 24.4, 24.5 and 39.

On 20 July 2022 the Rex Trueform entered into an agreement to acquire a property situated at 5 Fitzmaurice Road, Epping, Cape Town for an acquisition consideration amounting to R85,000,000. The acquisition consideration is payable on the effective date and will be funded by a cash consideration of R20,000,000 and a R65,000,000 loan from a bank against security of the registration of a first mortgage bond over the Property. The effective date shall be the date of transfer. Refer to SENS dated 26 July 2022.

On 3 August 2022 all conditions precedent to the acquisition of a 51% interest in a property letting enterprise, Belper Investments Proprietary Limited ("Belper Investments"), were fulfilled. The entity has acquired five (5) industrial properties located in Epping, Cape Town, for a total consideration of R104,200,000. Accordingly, the transaction is now unconditional in accordance with the terms of the agreement, with the effective date being 3 August 2022. Refer to SENS dated 21 April 2022 and 3 August 2022. Included in loan receivables as at 30 June 2022 is an amount receivable from Belper amounting to R20,280,132. Included in operating expenses for the current financial year is commission amounting to R1,380,000, relating to due diligence and the conclusion of the transaction, which has been paid to Quoin Online Proprietary Limited who is a related party to the minority shareholders of Belper Investments.

During 2015, Siza Water (RF) Proprietary Limited raised a tariff dispute against Umgeni Water and the Minister of Water and Sanitation, when they increased our bulk water tariff by 37.9%. Umgeni Water and the Minister of Water and Sanitation lost their case in the Kwazulu-Natal High Court and their appeal in The Supreme Court of Appeal. Both parties approached the Constitutional Court of South Africa for leave to appeal. On 5 February 2020, the Constitutional Court of South Africa dismissed Umgeni Water's application for leave to appeal with costs. Thereafter the company and Umgeni Water signed a full and final settlement agreement based on the lower bulk water tariff covering the period 1 July 2015 to 31 May 2020 and it was agreed to release the funds held in escrow. The Constitutional Court allowed Umgeni Water to present their case with the Minister's application, which was heard on 10 November 2020. On 23 July 2021 the Constitutional Court overturned the decisions of the High Court as well as Supreme Court of Appeal to rule that Umgeni Water's tariff was enforceable. The higher tariff is reflected the financial statements of Siza Water (RF) Proprietary Limited. The Constitutional Court made no reference to the full and final settlement that was concluded based on the lower bulk water tariff covering the period 1 July 2015 to 31 May 2020. The amount in dispute is R88 million excluding VAT and income taxes and including interest and penalties. Legal advice obtained by the company indicates that the full and final settlement agreement is probably valid and enforceable.

The Mpumalanga Divisional High Court matter, Buhle Waste Proprietary Limited versus the City of Mbombela Municipality and six other respondents (including SA Water Works (RF) Proprietary Limited) under case number 2640/2019, was heard on 26 May 2022. On 17 August 2022 judgement was handed down which had the effect of setting aside the transfer of Silulumanzi (RF) Proprietary Limited and SA Water Works Utilities Proprietary Limited shares to SA Water Works (RF) Proprietary Limited and Brain Gear Investments (RF) Proprietary Limited. An application for leave to appeal was heard by the same High Court on 8 September 2022 which was consequently dismissed with costs. An application for leave to appeal shall be made to the Supreme Court of Appeal which will have the effect of the current High Court judgement. Legal advice obtained by the company indicates that the success of the appeal is probable.

There are no other matters or circumstances which is material to the financial affairs of the company, which has occurred between 30 June 2022 and the date of approval of the financial statements, that has not otherwise been dealt with in the financial statements.

Going concern

Retail segment turnover has fully recovered in the year under review to pre-Covid-19 levels. The renegotiation of the current portfolio of store leases and the seeking of rental relief are largely complete with one store still under negotiation. Short term rental relief received during the year under review amounted to R12,781,319 (2021: R29,168,733) and was recognised in profit and loss in terms of the amendment to IFRS 16. Leases that were favourably renewed or terminated during the year further resulted in gains on lease modifications amounting to R14,424,522 (2021: R27,580,948) recognised in the current financial year. The full R14,424,522 has been recognised in the Statement of Comprehensive income as the related right-of-use assets were fully impaired or insufficient to cover the reduction in the lease liability. Right-of-use lease assets relating to loss-making and low-profitability stores amounting to R308,002 (2021: R7,239,572) were impaired during the financial year.

The property sector remains constrained due to weak macro-economic environment and low GDP growth with the office sector most significantly impacted. The groups property segment was resilient during the financial year. No rental relief was granted to tenants (2021: R485,911) and vacancies decreased to 3% (2021: 9.4%) as at 30 June 2022.

The group is sufficiently capitalised and has sufficient cash resources to settle debts as they fall due. Cash and cash equivalents held by the group as at 30 June 2022 amounted to R90,661,528 (2021: R110,563,149).

The financial statements have been prepared on the going concern basis. The directors have made an assessment of the ability of the group and company to continue as going concerns and have no reason to believe that the businesses will not be going concerns in the year ahead. The directors are satisfied that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities will occur in the ordinary course of business.

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 June 2022

	2022R'000	2021R'000
ASSETS
Non-current assets
Property, plant and equipment	45 387	43 284
Investment property	58 684	60 829
Goodwill and intangible assets	23 566	14 924
Right-of-use asset	182 093	182 749
Net interest in subsidiary companies	–	–
Investment in associate	172 675	170 081
Other investments	17 112	1 900
Loans receivable	25 264	4 581
Deferred tax asset	18 992	32 667
	543 773	511 015
Current assets
Inventories	124 960	81 237
Current amounts receivable from subsidiary companies	–	–
Trade and other receivables	32 404	19 336
Forward exchange contracts	788	–
Income tax receivable	17 676	211
Accrued operating lease asset	567	819
Cash and cash equivalents	90 661	110 564
	267 056	212 167
TOTAL ASSETS	810 829	723 182
EQUITY AND LIABILITIES
Capital and reserves
Ordinary share capital	19 912	5 339
Preference share capital	280	280
Treasury shares	–	(714)
Share premium	25 836	25 836
Share-based payments reserve	5 254	6 340
Other reserves	(9 052)	2 708
Retained earnings	281 084	226 515
Equity attributable to equity holders	323 314	266 304
Non-controlling interest	17 365	10 891
Total equity	340 679	277 195
Non-current liabilities
Lease liability	190 230	204 210
Post-retirement liability	9	221
Provisions	14 294	3 078
Loans payable	89 792	82 067
Deferred tax liability	11 340	12 317
	305 665	301 893
Current liabilities
Lease liability	52 097	56 719
Trade and other payables	89 237	85 036
Provisions	23 151	2 165
Forward exchange contracts	–	174
Current amounts payable to subsidiary companies	–	–
	164 485	144 094
TOTAL EQUITY AND LIABILITIES	810 829	723 182

SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	2022R'000	2021R'000
CONTINUING OPERATIONS
Revenue	665 668	491 427
Retail sales	598 839	464 961
Cost of sales	(271 167)	(222 421)
Gross profit	327 672	242 540
Other revenueOther operating costs	66 829(305 590)	26 466(218 928)
Operating profit/(loss)	88 911	50 078
Investment income	24 766	20 749
Finance costs	(31 800)	(37 259)
Impairment losses on financial assetsShare of loss of associate	(113)(4 269)	–(939)
Profit/(loss) before tax	77 495	32 629
Income tax	(26 832)	(9 083)
Profit/(loss) for the year from continuing operations	50 663	23 546
DISCONTINUED OPERATIONS
Profit/(loss) for the year from discontinued operations	(93)	559
Profit/(loss) for the year	50 570	24 105
Other comprehensive income:
Items that will not be reclassified to profit or loss
Gain on post-retirement defined benefit plan	135	103
Items that are or may be subsequently reclassified to profit or lossFair value adjustment on assets held at fair value through other comprehensive income	877	531
Other comprehensive income for the year, net of taxation	1 012	634
Total comprehensive income for the year	51 582	24 739
Profit/(loss) attributable to:
Equity holders	53 711	23 095
Continuing operations	53 804	22 536
Discontinued operations	(93)	559
Non-controlling interest	(3 141)	1 010
Profit/(loss) for the year	50 570	24 105
Total comprehensive income attributable to:
Equity holders	54 723	23 729
Non-controlling interest	(3 141)	1 010
Total comprehensive income for the year	51 582	24 739
Basic earnings/(loss) per ordinary share (cents)	255.1	110.9
Continuing operations	255.6	108.3
Discontinued operations	(0.4)	2.6
Diluted earnings/(loss) per ordinary share (cents)	255.1	110.6
Continuing operationsDiscontinued operations	255.5(0.4)	107.92.7

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	2022R'000	2021R'000
Share capital	20 192	5 619
Opening balanceShares issued	5 61914 573	4 1611 458
Share premium	25 836	25 836
Opening balance	25 836	25 836
Treasury shares	–	(714)
Opening balanceTreasury shares purchasedDelivery of treasury shares	(714)–714	(117)(1 419)822
Share-based payment and other reserves	(3 798)	9 048
Opening balanceGain on post-retirement defined benefit plansDelivery of treasury sharesEquity-settled share-based paymentPut option liabilityFair value adjustment on assets held at fair value through other comprehensive income	9 048135(714)(372)(12 772)877	8 706103(822)530–531
Retained earnings	281 084	226 515
Opening balanceProfit/(loss) for the yearPreference dividends paidEquity-settled share-based payment	226 51553 711(17)875	202 67023 095(17)767
Non-controlling interest	17 365	10 891
Opening balanceProfit/ loss) for the yearBusiness combination	10 891(3 141)9 615	9 8811 010–
Total capital and reserves	340 679	277 195

ABOUT REX TRUEFORM OVERVIEW

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS

	2022R'000	2021R'000
Cash flows from operating activities
Operating profit before working capital changes	163 463	95 507
Working capital changes	(49 291)	37 020
Cash generated by operating activities	114 172	132 527
Investment income	6 810	18 495
Interest paid	(23 581)	(37 290)
Dividends paid	(17)	(17)
Dividends received	1 493	38
Taxation paid	(33 261)	(412)
Net cash inflows from operating activities	65 616	113 341
Cash flows from investing activities
Additions to property, plant and equipment	(13 028)	(4 167)
Additions to investment properties	(231)	(30)
Additions to intangible assets	(60)	(369)
Proceeds from disposal of property plant and equipment	315	–
Loans advanced	(21 243)	(1 626)
Loans repaid	553	–
Investment in subsidiary companies	–	–
Investment in associate	–	(421)
Business combination acquisition, net of cash acquired	17 821	–
Other investments	(14 103)	(402)
Net cash (outflows)/inflows from investing activities	(29 976)	(7 015)
Cash flows from financing activities
Lease liabilities repaid	(55 543)	(66 753)
Shares repurchased by subsidiary	–	(1 419)
Net cash outflows from financing activities	(55 543)	(68 172)
Net increase in cash and cash equivalents	(19 903)	38 154
Cash and cash equivalents at the beginning of the year	110 564	72 410
Cash and cash equivalents at the end of the year	90 661	110 564

SEGMENTAL ANALYSIS

			Media			Inter
			and	Water		segment
	Retail	Property	broadcasting	infrastructure	Groupservices	eliminations	Total2022
2022	R'000	R'000	R'000	R'000	R'000	R'000	R'000
Revenue
Retail sales	597 525	–	1 464	–	–	(151)	598 839
Management fee income	636	–	–	2 199	4 736	4 617	2 954
Media and broadcasting income	–	–	37 499	–	–	–	37 499
Rental income	–	27 612	–	–	–	(7 229)	20 383
Tenant recoveries	–	5 714	–	–	–	(1 224)	4 490
Dividend income	–	–	–	41	14 452	(13 000)	1 493
Profit on sale of property	–	–	–	–	11	–	11
Total group revenue	598 161	33 326	38 963	2 240	19 421	(26 443)	665 669
Depreciation and amortisation	70 747	2 819	1 912	–	–	79	75 249
Impairment	(308)	–	(113)	(11 100)	–	–	(11 521)
Operating profit/(loss)	85 949	16 159	8 949	(11 223)	2 042	(13 077)	88 799
Finance income	2 003	183	248	19 779	8 479	(5 926)	24 766
Finance cost	(22 841)	–	(740)	(13 651)	(457)	5 888	(31 801)
Share of loss of associate	–	–	–	(4 269)	–	–	(4 269)
Income tax	(18 932)	4 577	(2 457)	(1 670)	746	58	(26 832)
Profit/(loss) for the year	46 179	11 765	6 000	(11 034)	10 810	(13 057)	50 663
Segment assets	406 315	72 121	70 832	172 693	170 771	(81 903)	810 829
Segment liabilities	(295 104)	(7 650)	(40 096)	(158 524)	(38 022)	69 246	(470 150)
Capital expenditure	12 685	322	312	–	–	–	13 319
			Media			Inter
			and	Water		segment
	Retail	Property	broadcasting	infrastructure	Groupservices	eliminations	Total2021
2021	R'000	R'000	R'000	R'000	R'000	R'000	R'000
Revenue
Retail sales	464 961	–	–	–	–	–	464 961
Management fee income	1 785	–	–	2 116	4 186	(5 365)	2 722
Rental income	–	26 652	–	–	–	(6 799)	19 853
Tenant recoveriesDividend income	––	4 922–	––	–34	–4	(1 069)–	3 85338
Total group revenue	466 746	31 574	–	2 150	4 190	(13 233)	491 427
Depreciation and amortisationImpairment	72 9317 240	2 867–	––	––	––	––	75 7987 240
Operating (loss)/profit	42 099	15 364	–	(122)	(7 263)	–	50 078
Finance income	1 445	88	–	17 213	7 839	(5 836)	20 749
Finance cost	(30 023)	–	–	(12 877)	(195)	5 836	(37 259)
Share of loss of associate	–	–	–	(939)	–	–	(939)
Income tax	(3 356)	(4 326)	–	(1 171)	(230)	–	(9 083)
Profit/(loss) for the year	10 165	11 125	–	2 104	152	–	23 546
Segment assets	420 839	72 600	–	170 146	127 117	(67 520)	723 182
Segment liabilities	(343 717)	(7 783)	–	(144 943)	(12 838)	63 294	(445 987)
Capital expenditure	4 436	130	–	–	–	–	4 566

SHAREHOLDER INFORMATION

• Unaudited Shareholders' Information
• Share Performance
• Value Added Statement
• Notice of Annual General Meeting
• Annexure A
• Form of Proxy
• Electronic Participation Application Form
• Shareholder Calendar
• Corporate Information

UNAUDITED SHAREHOLDERS' INFORMATION

Analysis of shareholders at 30 June 2022

		ORDINARY"N" ORDINARYPREFERENCE
	Number ofshareholders	%	Number ofshareholders	%	Number ofshareholders	%
Public shareholders	317	98.1	235	96.3	15	78.9
Companies and close corporationsIndividualsInsurance companies, nominees and	13292	4.090.4	11209	4.585.7	113	5.368.4
trustsMutual funds and pension funds	102	3.10.6	15–	6.10.0	1–	5.30.0
Non-public shareholders	6	1.9	9	3.7	4	21.1
African and Overseas Enterprises LtdBretherick Family TrustCeejay Trust**Directors and Employees***Geomer Investments (Pty) Ltd*Gingko Investments 2 (Pty) Ltd**Gingko Trading (Pty) Ltd**Lombard. L	111–111–	0.30.30.30.00.30.30.30.0	1–2312––	0.40.00.81.20.40.80.00.0	1––––––1	5.30.00.00.00.00.00.05.3
MacDonald. APOld Sillery (Pty) Ltd	––	0.00.0	––	0.00.0	11	5.35.3
	323	100.0	244	100.0	19	100.0

	Number of		Number of		Number of
	shares	%	shares	%	shares	%
Public shareholders	568 405	15.1	1 263 896	7.0	13 088	9.3
Companies and close corporations	19 235	0.5	170 303	0.9	100	0.1
Individuals	508 099	13.5	601 214	3.4	12 588	9.0
Insurance companies, nominees and
trusts	31 603	0.8	492 379	2.7	400	0.3
Mutual funds and pension funds	9 468	0.3	–	0.0	–	0.0
Non-public shareholders	3 194 612	84.9	16 663 748	93.0	126 912	90.7
African and Overseas Enterprises Ltd	2 110 169	56.1	9 212 565	51.4	825	0.6
Bretherick Family Trust	580 693	15.4	0	0.0	–	0.0
Ceejay Trust**	254 463	6.8	3 095 343	17.3	–	0.0
Directors and Employees***	–	0.0	299 382	1.7	–	0.0
Geomer Investments (Pty) Ltd*	174 944	4.6	3 215 290	17.9	–	0.0
Gingko Investments 2 (Pty) Ltd**	73 751	2.0	841 168	4.7	–	0.0
Gingko Trading (Pty) Ltd**	592	0.0	–	0.0	–	0.0
Lombard. L	–	0.0	–	0.0	49 885	35.6
MacDonald. AP	–	0.0	–	0.0	48 417	34.6
Old Sillery (Pty) Ltd	–	0.0	–	0.0	27 785	19.8
	3 763 017	100.0%	17 927 644	100.0	140 000	100.0

Shareholders holding 5% or more	Number of	Number of		Number of
of share capital	shares	%	shares	%	shares	%
African and Overseas Enterprises Ltd	2 110 169	56.1	9 212 565	51.4	825	0.6
Bretherick Family Trust	580 693	15.4	–	0.0	–	0.0
Ceejay Trust**	254 463	6.8	3 095 343	17.3	–	0.0
Geomer Investments (Pty) Ltd*	174 944	4.6	3 215 290	17.9	–	0.0
MacDonald, AP	10 546	0.3	44 035	0.2	48 417	34.6
Old Sillery (Pty) Ltd	–	0.0	–	0.0	27 785	19.8
	3 132 385	83.2	15 567 233	86.8	126 912	90.7

* An associate of MA Golding.

** An associate of HB Roberts.

*** Held by CL Lloyd, WD Nel and D Franklin.

SHARE PERFORMANCE

		2022	2021	2020	2019	2018	2017
Earnings per share	(cents)	255.1	110.9	(362.7)	206.4	62.1	15.3
Headline earnings per share	(cents)	266.6	146.6	(90.2)	73.1	62.2	17.4
Proposed dividend per ordinary share	(cents)	–	–	–	–	–	–
Dividend declared per ordinary share	(cents)	–	–	–	–	–	27.0
Shares repurchased	(R'000)	–	1 419.0	–	–	–	–
Shares repurchased	(000's)	–	127.5	–	–	–	–
Total number of shares in issue	(000's)	21 691	20 834	20 834	20 752	20 642	20 642
Total number of shares in issue(net of treasury shares)	(000's)	21 691	20 760	20 814	20 732	20 621	20 621
Weighted average number of shares in issue(net of treasury shares)	(000's)	21 047	20 802	20 754	20 623	20 621	20 584
Weighted average shareholder return	(%)	34.3	(44.0)	(13.1)	1.2	70.3	(2.4)
Net asset value per share	(cents)	1 489	1 281	1 169	1 506	1 320	1 257
Ratio closing price/net asset value
– Ordinary shares			0.8	1.5	1.2	1.7	1.2
– "N" ordinary shares			0.8	1.5	1.4	1.5	0.9
Ordinary shares
Market price per share
– at year–end	(cents)	1 490	1 049	1 800	1 860	2 300	1 500
– high	(cents)	1 700	2 298	1 865	2 300	2 500	1 505
– low	(cents)	782	916	1 800	1 600	1 056	1 425
Shares traded
– value	(R'000)	15 101	5 134	67	1 016	232	806
– volume	(000's)	904	330	4	56	12	55
Shares in issue	(000's)	3 763	2 906	2 906	2 906	2 906	2 906
Percentage traded	(%)	24.0	11.4	0.1	1.9	0.4	1.9
Closing price/headline earnings/(loss)	(ratio)	5.6	7.2	(20.0)	25.4	37.0	86.3
Closing dividend yield – proposed dividend	(%)	–	–	–	–	–	–
"N" ordinary shares
Market price per share
– at year–end	(cents)	1 320	998	1 794	2 100	2 000	1 150
– high	(cents)	1 400	1 794	2 100	2 150	2 000	1 255
– low	(cents)	656	906	1 295	1 799	1 110	1 150
Shares traded
– value	(R'000)	14 255	3 460	140	5 930	510	1 319
– volume	(000's)	1 597	310	8	385	31	108
Shares in issue	(000's)	17 928	17 928	17 928	17 846	17 736	17 736
Percentage traded	(%)	8.9	1.7	0.0	2.2	0.2	0.6
Closing price/headline earnings/(loss)	(ratio)	5.0	6.8	(19.9)	28.7	32.2	66.1
Closing dividend yield – proposed dividend	(%)	–	–	–	–	–	–
Market capitalisation
– Ordinary shares	(R million)	56.1	30.5	52.3	54.1	66.8	43.6
– "N" ordinary shares	(R million)	236.6	178.9	321.6	374.8	354.7	204.0
Total	(R million)	292.7	209.4	373.9	428.8	421.6	247.6

VALUE ADDED STATEMENT

		2022	2021
	Note	R'000	R'000
Retail sales		598 839	464 961
Rental income		20 382	19 853
Tenant recoveries		4 490	3 853
Dividend income		1 493	38
Profit on sale of property		11	–
Management fee income		2 954	2 722
Investment income		24 766	20 749
Share of loss of associate		(4 269)	(939)
Paid to suppliers for goods and services		(377 589)	(257 086)
Value added		271 077	254 151
Applied as follows:
Employees
Remuneration to employees		123 611	101 225
Taxation and duties
Income tax	2	14 745	5 871
Providers of capital
To lenders as finance charges		31 800	37 259
To shareholders as dividends and share premium reduction		17	17
Reinvested
Reinvested in group to finance future expansion and growth	1	100 904	109 779
Total		271 077	254 151

Notes to the value added statement

		2022	2021
		R'000	R'000
1.	Reinvested in group to finance future expansionand growth
	Depreciation and amortisation	75 557	83 038
	Deferred tax	12 087	3 212
	Retained Income	13 260	23 529
		100 904	109 779
2.	Taxation channeled through the group
	Taxation as above	14 745	5 871
	Net value added tax (VAT)	26 491	24 570
	Employees' taxation	16 766	12 178
		58 002	42 619

NOTICE OF ANNUAL GENERAL MEETING

REX TRUEFORM GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1937/009839/06) JSE share codes: RTO – RTN – RTOP ISIN: ZAE000250387 – ZAE000250395 – ZAE000250403

("Rex Trueform"or "the company")

Notice is hereby given that the eighty-fifth annual general meeting of shareholders of Rex Trueform (the "annual general meeting") will be held entirely via a remote interactive platform Microsoft Teams on Monday, 28 November 2022 at 10:00 for the purpose of considering and adopting the annual financial statements, directors' report, auditor's report and the audit committee report contained in the integrated annual report; dealing with such business as may be transacted at an annual general meeting and specifically to consider, and if deemed fit, to pass with or without modification, the following ordinary and special resolutions. The record date for determining which shareholders are entitled (i) to receive notice of the annual general meeting is Friday, 21 October 2022 and (ii) to participate in and vote at the annual general meeting is Friday, 18 November 2022 in terms of section 62(3)(a) as read with section 59 of the Companies Act No. 71 of 2008 (the "Companies Act").

Ordinary resolution number 1 – Approval of annual financial statements

"Resolved to consider and adopt the annual financial statements of the company for the year ended 30 June 2022, together with the reports of the directors, audit committee and the auditors contained therein and made available for inspection by shareholders with effect from 30 September 2022 at the registered office of the company during business hours and at the following web address – www.rextrueform.com."

Ordinary resolution number 2 – Re-election of directors

"Resolved to re-elect individually as directors of the company the following directors, who retire in terms of the company's Memorandum of Incorporation but who are eligible and offer themselves for re-election:

• 2.1 PM Naylor;
• 2.2 LK Sebatane; and
• 2.3 MR Molosiwa."

The nomination committee of the company has considered and is satisfied with the past performance of, and contribution made to the company by, PM Naylor, LK Sebatane and MR Molosiwa, and is furthermore satisfied with their continued independence and in the case of PM Naylor that he exercises objective judgement and that there is no interest, position, association or relationship which when judged from the perspective of a reasonable and informed third party is likely to influence unduly or cause bias in his decision making and has recommended that these directors be re-elected as directors of the company.

Abbreviated curricula vitae in respect of the above directors are provided in section 1 of Annexure A to this notice.

Ordinary resolution number 3 – Election of audit committee members

"Resolved, in accordance with section 94(2) of the Companies Act and on the recommendation of the board, to elect individually the following directors of the company, as members of the audit committee:

• 3.1 HB Roberts;
• 3.2 PM Naylor subject to the passing of resolution 2.1 above, and
• 3.3 LK Sebatane subject to the passing of resolution 2.2 above,

Abbreviated curricula vitae in respect of the above directors are provided in section 2 of Annexure A to this notice."

Ordinary resolution number 4 – Re-appointment of auditors

"Resolved to re-appoint PwC, together with Mr Richard Jacobs as the designated registered auditor, as the auditors of the company for the 2023 financial year."

The audit committee has evaluated the suitability, performance and independence of PwC and Mr Richard Jacobs for re-appointment as auditors under section 90 of the Companies Act and pursuant to the provisions of paragraph 3.84(g)(iii) of the JSE Listings Requirements.

Ordinary resolution number 5 – General authority to issue equity shares for cash

"Resolved that the board is hereby authorised, as a general authority, to allot and issue up to 564 452,55 (five hundred and sixty four thousand four hundred and fifty two and fifty five) ordinary shares (excluding treasury shares), being 15% (fifteen percent) of the issued ordinary shares of the company as at the date of this notice and/or up to 2 689 146,60 (two million six hundred and eighty nine thousand one hundred forty six thousand and sixty) "N" ordinary shares (excluding treasury shares), being 15% (fifteen percent) of the issued "N" ordinary shares of the company as at the date of this notice, for cash as they in their discretion deem fit, subject to compliance with the requirements, if any, of the company's Memorandum of Incorporation, the Companies Act and the JSE Listings Requirements and the following limitations, namely that:

• the general authority shall only be valid until the company's next annual general meeting or for 15 (fifteen) months from the date of the passing of this ordinary resolution, whichever period is shorter;

• the shares, which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such equity securities or rights that are convertible into a class already in issue;

• any issue will only be made to "public shareholders", as defined by the JSE Listings Requirements and not to related parties provided that if the Company undertakes an equity raise via a bookbuild process, shares may be allotted and issued to 'related parties' on the basis that such 'related parties' may only participate in the equity raise at the maximum bid price at which they are prepared to take-up shares or at the book close price in accordance with the provisions contained in paragraph 5.52(f) of the JSE Listings Requirements";

• the total aggregate number of ordinary shares which may be issued for cash in terms of this authority may not exceed 564 452,55 (five hundred sixty four thousand four hundred fifty two and fifty five) ordinary shares, being 15% (fifteen percent) of the issued ordinary shares of the company (excluding treasury shares), and the total aggregate number of "N" ordinary shares which may be issued for cash in terms of this authority may not exceed 2 689 146,60 (two million six hundred eighty nine thousand one hundred forty six thousand and sixty) "N" ordinary shares, being 15% (fifteen percent) of the issued "N" ordinary shares of the company (excluding treasury shares), as at the date of notice of this annual general meeting. Accordingly, any ordinary or "N" ordinary shares issued under this authority prior to this authority lapsing shall be deducted from aforementioned aggregate number of ordinary or "N" ordinary shares (as the case may be) that the company is authorised to issue in terms of this authority for the purpose of determining the remaining number of ordinary or "N" ordinary shares that may be issued in terms of this authority;

• in the event of a subdivision or consolidation of ordinary or "N" ordinary shares (as the case may be) prior to this authority lapsing, the existing authority shall be adjusted accordingly to represent the same allocation ratio(s);

• in determining the price at which an issue of shares may be made in terms of this general authority, the maximum discount permitted will be 5% (five percent) of the weighted average traded price on the JSE of such shares measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed to between the company and the party(ies) subscribing for the particular shares;

• an announcement giving full details, including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 (thirty) business days prior to the date that the price of the issue was agreed, in writing, between the company and the party(ies) subscribing for the shares and an explanation including supporting documentation (if any) of the intended use of the funds will be published after any issue representing, on a cumulative basis within the period for which the above general authorisation is valid (as contemplated above), 5% (five percent) of the number of ordinary or "N" ordinary shares (as the case may be) in issue prior to that issue."

Ordinary resolution number 6 – Control over unissued shares

"Resolved that subject to the provisions, if any, of the Companies Act, the JSE Listings Requirements and the Memorandum of Incorporation, all of the authorised but unissued ordinary and "N" ordinary shares of the company be and are hereby placed under the control of the board until the next annual general meeting, and that the board is authorised to allot, issue all or part thereof in their discretion."

Ordinary resolution number 7 – Signature of documents

"Resolved that any director of the company, or the company secretary of the company, be and is hereby authorised to do all such things and sign all such documents and take all such actions as they consider necessary to implement the resolutions set out in the notice convening the annual general meeting at which this ordinary resolution will be considered."

Ordinary resolution number 8 – Non-binding advisory vote on remuneration policy

"Resolved that shareholders endorse, by way of a non- binding advisory vote, the company's remuneration policy as detailed in the remuneration report set out in the company's integrated annual report."

Ordinary resolution number 9 – Non-binding advisory vote on remuneration implementation report

"Resolved that shareholders endorse, by way of a non-binding advisory vote, the company's remuneration implementation report as detailed in the remuneration report set out in the company's integrated annual report."

In order for the above ordinary resolutions numbers 1 to 4, 6 and 7 to be adopted the support of more than 50% (fifty percent) of the total number of votes exercised by shareholders, present in person or by proxy, is required. In terms of the JSE Listings Requirements, in order for ordinary resolution number 5 to be adopted, the support of at least 75% (seventy-five percent) of the total number of votes exercised by shareholders, present in person or by proxy, is required to pass such resolution. With regard to ordinary resolutions numbers 8 and 9, in terms of King IV, advisory votes should be obtained from shareholders on the company's remuneration policy and remuneration implementation report. These votes allow shareholders to express their views on the remuneration policy and remuneration implementation report. In the event that either the remuneration policy or the remuneration implementation report, or both, has/have been voted against by 25% (twentyfive percent) or more of the voting rights exercised, then the company, in good faith and with best reasonable effort, will engage with dissenting shareholders to ascertain the reasons for the dissenting votes in an endeavour to appropriately address legitimate and reasonable concerns raised.

Special resolution number 1 – Financial assistance

"Resolved, to the extent required by the Companies Act, that the board of directors of the company may, subject to compliance with the requirements of the company's Memorandum of Incorporation, the Companies Act and the JSE Listings Requirements, authorise the company to provide direct or indirect financial assistance, as contemplated in section 45 of the Companies Act, including by way of loans, guarantees, the provision of security or otherwise, to any director or prescribed officer of the company or of a related or inter-related company, or to a related or inter-related company or corporation, or to a member of a related or inter-related company or corporation, or to a person related to any such company, corporation, director, prescribed officer or member, for any purpose or in connection with any matter, such authority to endure for a period of not more than two years."

Reasons for and effect of special resolution number 1

This authority is necessary to enable the company to provide financial assistance, in appropriate circumstances and if the need arises, in accordance with section 45 of the Companies Act. It is confirmed that the board of directors of the company may not authorise the provision of any financial assistance pursuant to this special resolution unless they are satisfied that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company and that, immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test contemplated in the Companies Act. The reason for, and effect of, special resolution number 1 is accordingly to permit the company to provide direct or indirect financial assistance (within the meaning attributed to that term in section 45 of the Companies Act) to the entities and persons referred to in special resolution number 1 above.

Special resolution number 2 – General authority to acquire shares

"Resolved to authorise the company and/or any subsidiary of the company by way of a general authority in accordance with the provisions of section 48(8)(a) of the Companies Act to acquire issued ordinary and/or "N" ordinary shares of the company ("the securities") upon such terms and conditions and in such numbers as the directors of the company may from time to time determine, but subject to the Memorandum of Incorporation of the company, the provisions of the Companies Act and the Listings Requirements of the JSE Limited ("JSE Listings Requirements"), where applicable, and provided that:

(a) the repurchase of securities will be effected through the main order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty;

• (b) this general authority shall only be valid until the company's next annual general meeting, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution;
• (c) in determining the price at which the securities are acquired by the company in terms of this general authority, the maximum premium at which such securities may be acquired will be 10% (ten percent) of the weighted average of the market price at which such securities are traded on the JSE, as determined over the 5 (five) trading days immediately preceding the date of the acquisition of such securities by the company;
• (d) the acquisitions of securities in any one financial year does not exceed 20% (twenty percent), or 10% (ten percent) where the acquisitions are effected by a subsidiary, in the aggregate of the company's combined issued share capital in the securities from the date of the grant of this general authority;
• (e) the directors, after considering the effect of the maximum repurchase, are of the opinion that:
  • (i) the company and the group will be in a position to repay their debt in the ordinary course of business for a period of 12 (twelve) months from the company first acquiring securities under this general approval;
  • (ii) the consolidated assets of the company, being fairly valued in accordance with International Financial Reporting Standards, will be in excess of the consolidated liabilities of the company at the time of the company first acquiring securities under this general approval;
  • (iii) the ordinary capital and reserves of the company and the group will be adequate for a period of 12 (twelve) months from the company first acquiring securities under this general approval; and
  • (iv) the available working capital will be adequate to continue the operations of the company and the group for a period of 12 (twelve) months from the company first acquiring securities under this general approval;
• (f) the company or its subsidiaries will not repurchase securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements, unless there is a repurchase programme in place, the dates and quantities of securities to be repurchased during the prohibited period are fixed, and details thereof have been submitted to the JSE in writing prior to commencement of the prohibited period;
• (g) where the company has cumulatively repurchased 3% (three percent) of the initial number of the relevant class of securities, an announcement will be made containing full details of the acquisition, and announcements shall likewise be made for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter; and
• (h) the company only appoints one agent to effect any repurchase(s) on its behalf."

ANALYSIS GOVERNANCE

Disclosures required in terms of paragraph 11.26 of the JSE Listings Requirements

• (a) The JSE Listings Requirements require the following disclosures, some of which are disclosed in the integrated annual report of which this notice forms part, as set out below:
  • major shareholders of the company see page 83; and
  • share capital of the company see pages 83.
• (b) There have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and the date of this notice.
• (c) The directors of the company whose names appear on pages 36 of the integrated annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution number 2 and certify that to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all such information required by the Companies Act and the JSE Listings Requirements.

Reason for and effect of special resolution number 2

The reason for and effect of special resolution number 2 is to authorise the company and/ or its subsidiaries by way of a general authority to acquire its own issued shares on such terms, conditions and for such amounts as may be determined from time to time by the directors of the company, subject to the limitations set out in special resolution number 2.

The directors of the company have no specific intention to effect the provisions of special resolution number 2 but will continually review the company's position, having regard to prevailing circumstances and market conditions, in considering whether to effect the provisions of special resolution number 2.

Special resolution number 3 – approval of non-executive directors' fees

"Resolved to approve the annual value added tax inclusive remuneration to be paid to the non-executive directors of the company for the period from 1 July 2022 to 30 June 2024 or until renewal, whichever is the earliest, details of which are as follows:

	R
Chairperson of the board	404 250
Lead independent director	184 800
Director	161 700
Chairperson of the audit committee	48 510
Member of the audit committee	36 960
Chairperson of the social and ethics committee	36 960
Member of the social and ethics committee	30 030
Member of the risk committee	48 510
Chairperson of the retirement fund	55 440"

Reason for and effect of special resolution number 3

In terms of section 66(8) of the Companies Act, the company may, inter alia, remunerate its directors for their services as directors. Furthermore, section 66(9) provides that such remuneration may only be paid by the company in accordance with a special resolution approved by shareholders within the previous two years.

The effect of this special resolution is that the non-executive directors will be entitled to receive the fees so approved on an annual basis for the period 1 July 2022 to 30 June 2024 or until renewal, whichever is the earlier.

It is recorded that the remuneration of the non-executive directors is inclusive of value added tax (if any) and further that the remuneration of non-executive directors is reviewed on an annual basis.

Special resolution number 4 Allotment and issue of shares to directors and prescribed officers

"Resolved that, to the extent required by section 41 of the Companies Act and subject to the passing of ordinary resolution number 6 above, the board may, subject to compliance with the requirements of the Memorandum of Incorporation and the Companies Act, authorise the company to allot and issue "N" ordinary shares to directors, future directors, prescribed officers (if any) and future prescribed officers of the company pursuant to the Rex Trueform Group Limited Incentive Scheme."

Reasons and effect for special resolution number 4

The company would like to be able to allot and issue "N" ordinary shares to directors and prescribed officers (if any) pursuant to the Rex Trueform Group Limited Incentive Scheme.

In order for the above special resolutions to be adopted, the support of at least 75% (seventy-five percent) of the total number of votes exercised by shareholders, present in person or by proxy, is required.

Quorum

The quorum for:

• the annual general meeting to begin is sufficient persons present at the annual general meeting to exercise, in aggregate, at least 25% (twenty-five percent) of all of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting; and
• a matter to begin to be considered at the annual general meeting is sufficient persons present at the annual general meeting to exercise, in aggregate, at least 25% (twenty-five percent) of all of the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda.

In addition, the annual general meeting may not begin, nor a matter begin to be considered, unless at least 3 (three) shareholders are present or represented at the annual general meeting.

The date on which shareholders must be recorded as such in the register maintained by the transfer secretaries, Computershare Investor Services Proprietary Limited (Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196), for the purposes of being entitled to attend, participate in and vote at the annual general meeting, is Friday, 18 November 2022.

Voting and proxies

All shareholders are encouraged to attend, speak and vote at the annual general meeting.

In terms of section 62(3)(e) of the Companies Act please note that:

• a shareholder who is entitled to attend and vote at the annual general meeting is entitled to appoint a proxy or two or more proxies to attend, participate in and vote at the annual general meeting in the place of the shareholder, by completing the form of proxy in accordance with the instructions set out therein; and
• a proxy need not be a shareholder of the company.

Voting will be via a poll; every shareholder of the Company shall have one vote for every share held in the Company by such shareholder. On a poll, every shareholder of the company present in person or represented by proxy shall have 200 (two hundred) votes for every ordinary share and 1 (one) vote for every "N" ordinary share held in the company by such shareholder.

The electronic platform (Microsoft Teams) to be utilised to host the Annual General Meeting does not provide for electronic voting during the meeting. Accordingly, shareholders are strongly encouraged to submit votes by proxy in advance of the Annual General Meeting, by completing the Form of Proxy (found at page 93) and lodging this form with the Company's Transfer Secretaries by no later than 10:00 on Thursday, 24 November 2022 by:

• delivery to Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg. 2196; or
• email to proxy@computershare.co.za.

Any forms of proxy not submitted by this time can still be lodged by email to proxy@computershare.co.za prior to the commencement of the meeting.

Shareholders are reminded that they are still able to vote normally through proxy submission, despite deciding to participate either electronically or not at all in the Annual General Meeting.

Shareholders who indicate in the Electronic Participation Application Form that they wish to vote during the electronic meeting, will be contacted by the Company's Transfer Secretaries to make the necessary arrangements.

A form of proxy is attached for the convenience of certificated and "own name" dematerialised shareholders holding shares in the company who cannot attend the annual general meeting but who wish to be represented thereat. Forms of proxy may also be obtained on request from the company's registered office. For administrative purposes the completed forms of proxy together with a completed Electronic Application Form may be deposited, posted, faxed or e-mailed to the transfer secretaries at the address below, to be received 24 (twentyfour) hours before the meeting, excluding Saturdays, Sundays and public holidays.

ANALYSIS GOVERNANCE

The directors of the company confirm, in accordance with section 58 of the Companies Act, that a proxy of a shareholder is entitled to participate in and speak and vote at the meeting provided that a copy of the instrument appointing the proxy is delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of a shareholder at a shareholders' meeting.

Shareholders who have dematerialised their shares through a Central Securities Depository Participant ("CSDP") or broker, other than "own name" registered dematerialised shareholders, who wish to attend the annual general meeting, must request that their CSDP or broker issue them with a letter of representation. Should shareholders who have dematerialised their shares wish to vote by proxy, they must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between the dematerialised shareholder and their CSDP or broker. The letter of representation will need to be submitted together with the completed Electronic Participation Application Form to the Company's Transfer Secretaries and to the Company in the manner and within the timeframe described above under the section titled "Electronic Participation."

Electronic participation

The Company's Memorandum of Incorporation authorises the conduct of shareholders' meetings entirely by electronic communication as does section 63(2)(a) of the Companies Act.

Shareholders or their duly appointed proxies who wish to participate in the Annual General Meeting are required to complete the Electronic Participation Application Form available immediately after the proxy form on page 95 and email same to the Company's Transfer Secretaries at proxy@computershare.co.za and to the company secretary at legal@rextrueform.com, or by fax to be faxed to +27 21 460 9575, as soon as possible, but in any event by no later than 10:00 on Thursday, 24 November 2022 for the attention of the company secretary, relevant contact details including e-mail address, cellular number and landline, as well as full details of the shareholder's title to the shares issued by the company and proof of identity, in the form of copies of identity documents and share certificates (in the case of certificated shareholders), and (in the case of dematerialised shareholders) written confirmation from the shareholder's CSDP confirming the shareholder's title to the dematerialised shares.

Shareholders or their duly appointed proxies are required to provide satisfactory identification before being entitled to participate in the Annual General Meeting.

Upon receiving a completed Electronic Participation Application Form, the Company's Transfer Secretaries will follow a verification process to verify each applicant's entitlement to participate in and/or vote at the Annual General Meeting. The Company's Transfer Secretaries will provide the Company with the nominated email address of each verified shareholder or their duly appointed proxy to enable the Company to forward them a Microsoft Teams meeting invitation required to access the Annual General Meeting.

Fully verified shareholders or their duly appointed proxies who have applied to participate electronically in the Annual General Meeting are requested by no later than 09h55 on Monday, 28 November 2022 to join the lobby of the meeting by clicking on the "Join Microsoft Teams Meeting" link to be provided by the company secretary or by the secretarial office, whose admission to the meeting will be controlled by the company secretary/secretarial office.

Participants will be liable for their own network charges in relation to electronic participation in and/or voting at the Annual General Meeting. Any such charges will not be for the account of the Company's Transfer Secretaries or the Company who will also not be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such shareholder or their proxy from participating in and/or voting at the Annual General Meeting.

Shareholders who wish to participate in the annual general meeting by way of electronic participation must note that they will not be able to vote during the annual general meeting. Such shareholders, should they wish to have their vote counted at the annual general meeting, must, to the extent applicable, (i) complete the form of proxy; or (ii) contact their CSDP or broker, in both instances, as set out above.

By order of the board

AR Mushabe Company Secretary 31 October 2022

Registered office:

263 Victoria Road Salt River, Cape Town, 7925 PO Box 1856, Cape Town, 8000 Fax: 021 460 9575 Phone: 021 460 9551 Email: legal@ rextrueform.com

Transfer secretaries:

Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue Rosebank, 2196 Private bag X9000, Saxonwold, 2132 Fax: 011 688 5248 E-mail: proxy@computershare.co.za

ANNEXURE A

1. Abridged curricula vitae of Directors standing for re-election

1.1 PM Naylor (77) BSc (Eng)

Patrick Naylor has served as an independent non-executive director of the company since 2003, and is currently acting as the interim independent non-executive chairman until a permanent appointment is made. He is an experienced company director and trustee, having served on the boards of numerous companies and trusts outside of this group. He is a practising partner in a firm of consulting civil engineers. Patrick is the chairman of the company's audit, nomination and social and ethics committees and is a member of its remuneration and risk committees. He also serves as an independent non-executive director on the board of the company's holding company, African and Overseas Enterprises.

1.2 LK Sebatane (42) BCom (Law), LLB

Luntu Sebatane is an admitted attorney. In addition to having held positions as an in-house counsel at the Omnia Group and the De Beers Group, and as a director at Cliffe Dekker Hofmeyr Attorneys, Luntu currently plays an integral role in the development of the strategy of the black woman-owned property development company, Phahamo Property Group. Luntu is a director of Phahamo Property Group, Ikhewezi Investments Proprietary Limited and Claremart Auctioneers Proprietary Limited, and is a member of the company's audit, remuneration and nomination committees. She also serves as an independent non-executive director on the board of the company's holding company, African and Overseas Enterprises.

1.3 MR Molosiwa (50) Bachelor of Architectural Studies

Masedi Molosiwa is the executive director of polo.in.africa. He has experience in the ICT, media, advertising, postal and real estate sectors, having previously served as the marketing executive of Mortgage Capital (a subsidiary of Transaction Capital Limited), as the chief executive officer of the Association of Black Securities and Investment Professionals (ABSIP), as the group executive: marketing and communication at the South African Post Office and as the executive director of the Cape IT Initiative. Masedi is the chairman of the company's remuneration committee and is a member of its nomination committee. He also serves as the independent non-executive chairman of the board of the company's holding company, African and Overseas Enterprises.

2. Abridged curricula vitae of directors standing for election as members of the audit committee

2.1 PM Naylor (77) BSc (Eng)

Please note the abridged curriculum vitae contained in paragraph 1.1 above in this regard.

2.2 HB Roberts (61) BCom, BSc, FIA, FASSA

Hugh Roberts is an actuary with wide experience in life assurance and short-term insurance, property development and asset management. Hugh is an experienced company director and has held various executive and non-executive directorships. He is an active investor in property and both listed and private equity. Hugh is the chairman of the company's risk committee and is a member of its audit committee. He also serves as an independent non-executive director on the board of the company's holding company, African and Overseas Enterprises.

2.3 LK Sebatane (42) BCom (Law), LLB

Please note the abridged curriculum vitae contained in paragraph 1.2 above in this regard.

REX TRUEFORM GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1937/009839/06) JSE share codes: RTO – RTN – RTOP ISIN: ZAE000250387 – ZAE000250395 – ZAE000250403 ("Rex Trueform"or "the company")

For use only by ordinary and "N" ordinary certificated shareholders or dematerialised shareholders with "own-name" registration, at the eighty-fifth annual general meeting of the company to be held electronically via a remote interactive platform Microsoft Teams on Monday, 28 November 2022 commencing at 10:00.

I/We (name/s in block letters) of (address) being a shareholder/shareholders of the Company and holding ordinary shares in the company, and/or "N"ordinary shares in the company, do hereby appoint: 1. of or failing him/her

1. the chairman of the company or, failing him or her, the chairman of the annual general meeting, as my/our proxy to participate in, speak for me/us and on my/our behalf and to vote, at the annual general meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at any adjournment thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the Rex ordinary shares and/or "N"ordinary shares registered in my/our name(s), in accordance with the following instructions:

2. of or failing him/her

		ORDINARY SHARES*			"N" ORDINARY SHARES*
	For	Against	Abstain	For	Against	Abstain
Ordinary resolution 1 – Approval of annual financial statements
Ordinary resolution 2 – Re-election of directors
Ordinary resolution 2.1 – Re-election of PM Naylor
Ordinary resolution 2.2 – Re-election of LK Sebatane
Ordinary resolution 2.3 – Re-election of MR Molosiwa
Ordinary resolution 3 – Election of audit committee members
Ordinary resolution 3.1 – Election of HB Roberts
Ordinary resolution 3.2 – Election of PM Naylor
Ordinary resolution 3.3 – Election of LK Sebatane
Ordinary resolution 4 – Re-appointment of auditors
Ordinary resolution 5 – General authority to issue equity shares for cash
Ordinary resolution 6 – Control over unissued shares
Ordinary resolution 7 – Signature of documents
Ordinary resolution 8 – Non-binding advisory vote on remunerationpolicy
Ordinary resolution 9 – Non-binding advisory vote on remunerationimplementation report
Special resolution 1 – Financial assistance
Special resolution 2 – General authority to acquire shares
Special resolution 3 – Approval of non-executive directors' fees
Special resolution 4 – Allotment and issue of shares to directors andprescribed officers

* Please indicate with an "X", or the number of shares applicable, in the appropriate spaces above how you wish your votes to be cast. Unless otherwise instructed, my/our proxy may vote as he/she sees fit.

Signed at (place) on (date) 2022

Shareholder's signature

NOTES TO THE FORM OF PROXY

• 1. This form of proxy must only be used by certificated ordinary and "N" ordinary shareholders or dematerialised ordinary and "N" ordinary shareholders who hold dematerialised ordinary or "N" ordinary shares with "own-name"registration.
• 1. Dematerialised shareholders holding ordinary or "N" ordinary shares other than with "own-name" registration must:
  • 2.1. inform their Central Securities Depository Participant ("CSDP") or broker of their intention to attend the annual general meeting and request that their CSDP or broker provide them with the necessary of representation to attend the annual general meeting in person and vote; or
  • 2.2 provide their CSDP or broker with their voting instructions, should they not wish to attend the annual general meeting in person, but wish to be represented thereat.

These shareholders must only use this form of proxy as per the instructions contained in paragraph 2.1 above.

• 1. Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder(s) of the company) to attend, participate and, on a poll, vote in place of that shareholder at the annual general meeting.
• 1. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder's choice in the space provided, with or without deleting "the chairman of the company or, failing him or her, the chairman of the annual general meeting". The person whose name stands first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow.
• 1. A shareholder's voting instructions to the proxy must be indicated by the insertion of an "X" or, alternatively, the number of shares such shareholder wishes to vote, in the appropriate spaces provided overleaf. Failure to comply with the above will be deemed to authorise the chairman of the company or, failing him or her, the chairman of the annual general meeting, if the chairman is the authorised proxy, to vote in favour of the resolutions at the annual general meeting, or any other proxy to vote or to abstain from voting at the annual general meeting, as he/she deems fit, in respect of all the shareholder's votes exercisable thereat.
• 1. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the company's transfer office or waived by the chairman of the annual general meeting.
• 1. The chairman of the annual general meeting may reject or accept any form of proxy which is completed and/or received other than in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.
• 1. Any alterations or corrections to this form of proxy must be initialled by the signatory(ies).
• 1. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the annual general meeting and participating and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.
• 1. A minor must be assisted by his/her parent guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the company.
• 1. Where there are joint holders of any shares:
  • 11.1 any one holder may sign this form of proxy; and
  • 11.2 the vote(s) of the senior shareholders (for that purpose seniority will be determined by the order in which the names of the shareholders appear in the company's register of shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s).

Forms of proxy may be lodged with the company's transfer secretaries at the address given below or via email to proxy@computershare.co.za. For administrative purposes, we request that all proxy forms are received 24 (twenty-four) hours before the meeting, excluding Saturdays, Sundays and public holidays. Any forms of proxy not lodged by this time may still be lodged by email to proxy@computershare.co.za prior to the commencement of the meeting

Registered office:

Rex Trueform Office Park 263 Victoria Road Salt River, Cape Town, 7925 PO Box 1856, Cape Town, 8000 Fax: 021 460 957 Email: legal@ rextrueform.com Phone: 021 460 9551

Transfer secretaries:

Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 Private Bag X9000, Saxonwold, 2132 Fax: 011 688 5248 E-mail: proxy@computershare.co.za

ELECTRONIC PARTICIPATION APPLICATION

Application form for electronic participation at the Annual General Meeting

REX TRUEFORM GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1937/009839/06) JSE share codes: RTO – RTN – RTOP ISIN: ZAE000250387 – ZAE000250395 – ZAE000250403 ("Rex Trueform"or "the company")

Annual General Meeting ("AGM") – Monday, 28 November 2022

Capitalised terms which are not defined herein shall bear the meanings assigned in the Notice of Annual General Meeting (the "AGM Notice") to which this form is attached and forms part.

Instructions

Shareholders or their proxies, have the right, as provided for in the Company's Memorandum of Incorporation and the Companies Act, to participate in the AGM by way of electronic communication. Shareholders or their duly appointed proxies who wish to participate in the AGM must complete this application form and email it (together with the relevant supporting documents referred to below) to the Company's Transfer Secretaries at proxy@computershare.co.za and to the Company at legal@rextrueform.com as soon as possible, but in any event by no later than 10:00 on Thursday, 24 November 2022.

Upon receiving a completed Electronic Participation Application Form, the Company's Transfer Secretaries will follow a verification process to verify each applicant's entitlement to participate in and/or vote at the AGM. The Company's Transfer Secretaries will provide the Company with the email address of each verified shareholder or their duly appointed proxy (each, "a Participant") to enable the Company to forward the Participant a Microsoft Teams meeting invitation required to access the AGM.

The Company will send each Participant a Microsoft Teams meeting invitation with a link to "Join the Microsoft Teams Meeting" no later than Thursday, 24 November 2022 to enable Participants to link up and participate electronically in the AGM. This link will be sent to the email address nominated by the Participant in the table below.

Please note

The electronic platform to be utilised for the AGM does not provide for electronic voting during the meeting. Accordingly, shareholders are strongly encouraged to submit votes by proxy in advance of the AGM, by completing the Form of Proxy (found at page 93) and lodging the completed proxy form together with this Electronic Participation Application Form with the Company's Transfer Secretaries or with the company.

Participants will be liable for their own network charges in relation to electronic participation in and/or voting at the AGM. Any such charges will not be for the account of the Company's Transfer Secretaries or the Company who will also not be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such Participant from participating in and /or voting at the AGM.

By signing this application form, the Participant indemnifies and holds the Company harmless against any loss, injury, damage, penalty or claim arising in any way from the use of the telecommunication lines to participate in the AGM or any interruption in the ability of the Participant to participate in the AGM via electronic communication, whether or not the problem is caused by any act or omission on the part of the Participant or anyone else, including without limitation the Company and its employees.

ELECTRONIC PARTICIPATION APPLICATION (CONTINUED)

Information required for participation by electronic communication at the AGM

Full name of shareholder:

Identity, passport or registration number of shareholder:

Full name of authorised representative (if applicable):

Identity number of authorised representative:

Email address:

* Note: this email address will be used by the Company to share the Microsoft Teams meeting invitation required to access the AGM electronically.

Cell phone number:

Telephone number, including dialling codes:

* Note: The electronic platform to be utilised for the AGM does not provide for electronic voting during the meeting. Accordingly, shareholders are strongly encouraged to submit votes by proxy in advance of the AGM, by completing the proxy form found at page 93.

Indicate (by marking with an "X") whether:

votes will be submitted by proxy (in which case, please enclose the duly completed proxy form with this form); or

the Participant wishes to exercise votes during the AGM. If this option is selected, either the Company's Transfer Secretaries or the Company will contact you to make the necessary arrangements.

By signing this application form, I consent to the processing of my personal information above for the purpose of participating in the company's AGM.

Signed at	on	2022
Signed:

Documents required to be attached to this application form

• 1. In order to exercise their voting rights at the AGM, shareholders who choose to participate electronically may appoint a proxy, which proxy may participate in the AGM, provided that a duly completed proxy form has been submitted in accordance with the instructions on that form, and as envisaged in the notice of the AGM, a copy of which proxy form follows Annexure A of the AGM notice.
• 1. Documentary evidence establishing the authority of the named person, including any person acting in a representative capacity, who is to participate in the AGM, must be attached to this application.
• 1. A certified copy of the valid identity document/passport/of the person attending the AGM by electronic participation, including any person acting in a representative capacity, must be attached to this application.
• 1. Applications to participate by electronic communication will only be considered if this application form is completed in full, signed by the shareholder, its proxy or representative, and delivered as detailed above. The Company may in its sole discretion accept any incomplete application forms.

SHAREHOLDER CALENDAR

Reporting

Financial year-end		30 June
Integrated annual report 2022		31 October 2022
Annual general meeting		28 November 2022
Interim results (December 2022)		March 2023
Final results (June 2023)		September 2023
Integrated annual report 2023		October 2023
Annual general meeting		November 2023
Dividends
6% cumulative preference shares
DECLAREDHalf year ended December 2022 – December 2022
	Half year to June 2023 – June 2023
PAYABLE	Half year ended December 2022 – January 2023Half year to June 2023 – July 2023

CORPORATE INFORMATION

REX TRUEFORM GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number: 1937/009839/06) JSE share codes: RTO – RTN – RTOP ISIN: ZAE000250387 – ZAE000250395 – ZAE000250403 Listed on the JSE Limited under the sector Consumer Services – Retail – General Retailers – Apparel Retailers

Registered office

Unit 1, Rex Trueform Office Park 263 Victoria Road Salt River, Cape Town, 7925 (PO Box 1856, Cape Town, 8000) Tel: 021 460 9400 Fax: 021 460 9575

Company secretary

AR Mushabe Unit 1, Rex Trueform Office Park 263 Victoria Road Salt River, Cape Town, 7925 (PO Box 1856, Cape Town, 8000)

Transfer secretaries

Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold, 2132) Tel: 011 370 5000 Fax: 011 688 5248

Sponsors

Java Capital 6th Floor, l Park Lane, Wierda Valley Sandton, Johannesburg, 2196 (PO Box 522606, Saxonwold, 2132)

Auditors

PricewaterhouseCoopers Inc. 5 Silo Square, V&A Waterfront Cape Town, 8002 (PO Box 2799, Cape Town, 8001)

Principal banker

The Standard Bank of South Africa Limited

Website addresses

http://www.rextrueform.com http://www.queenspark.com http://www.telemedia.co.za http://www.saww.co.za

ABOUT REX TRUEFORM OVERVIEW

SEGMENT

ABBREVIATIONS

African and OverseasEnterprises	African and Overseas Enterprises Limited
Belper Investments	Belper Investments Proprietary Limited
board	The board of directors of Rex Trueform Group Limited
Companies Act	Companies Act, No. 71 of 2008 (as amended)
Geomer Investments	Geomer Investments Proprietary Limited
group	Rex Trueform Group Limited and its subsidiaries
JSE	JSE Limited
King IV	King IV Report on Corporate Governance for South Africa, 2016
Ombrecorp Trading	Ombrecorp Trading (RF) Proprietary Limited
PwC	PricewaterhouseCoopers Inc.
Queenspark	Queenspark Proprietary Limited
Queenspark Distribution Centre	Queenspark Distribution Centre Proprietary Limited
Queenspark Namibia	Queenspark (Proprietary) Limited (registered in Namibia)
Rex or the company	Rex Trueform Group Limited
SAWW	SA Water Works (RF) Proprietary Limited
SAWWH	SA Water Works Holding Company (RF) Proprietary Limited
Silulumanzi	Silulumanzi (RF) Proprietary Limited
Siza Water	Siza Water (RF) Proprietary Limited
Telemedia	Telemedia Proprietary Limited

DEFINITIONS

Group

Return on equity	Profit/(loss) attributable to ordinary and "N" ordinaryshareholders divided by average ordinary shareholders'interest
Return on capital	Total group profit/(loss) before interest paid and tax divided byaverage total net assets
Return on assets	Total group profit/(loss) before interest paid and tax divided byaverage total assets
Total asset turn	Total group retail sales divided by average total assets
Gross margin	Gross profit divided by retail sales
Operating margin	Operating profit/(loss) divided by retail sales
EBITDA margin	Earnings before interest expense, tax, depreciation andamortisation divided by retail sales
Inventory turn	Total group cost of sales for the year divided by averageinventory
Effective tax rate	Income tax expense divided by profit before tax
Total liabilities to equity	Total closing liabilities divided by total closing equity
Current ratio	Total closing current assets divided by total closing currentliabilities
Acid-test ratio	Total closing current assets less closing inventories divided bytotal closing current liabilities
Dividend cover	Headline earnings/(loss) per share divided by total ordinarydividends proposed for the year
Weighted average number ofshares in issue	The number of shares in issue at the beginning of the yearincreased by shares issued during the year, and decreased byshares repurchased during the year, weighted on a time basisfor the period during the year in which they were in issue
Weighted average shareholderreturn	Weighted average share price at the end of the year minus theweighted average share price at the beginning of the year plusdividends declared, divided by the weighted average shareprice at the beginning of the year
Net asset value per share	Total capital and reserves less non-controlling interest lesspreference share capital divided by the number of ordinaryand "N" ordinary shares in issue (net of treasury shares) at theend of the reporting period
Market capitalisation	The closing share price at year-end as per the JSE multipliedby the total number of shares in issue at the end of the year