BOARD COMMITTEES AND THEIR 2023 FEEDBACK

• Dave Cathrall, Chairperson
• Pitsi Mnisi
• Jack Phalane

Overall meeting attendance of 100% in 2023

The committee is appointed by the shareholders from among the Non-Executive Directors and consists of a minimum of three members. The Chairperson of the Board is not the Chairperson or a member of the committee.

The membership of the committee encompasses an appropriate mix of skills, including appropriate financial management skills, to ensure that they are able to conduct a proper assessment of the risks facing the Group. At least one-third of the members of the committee at any time must have academic qualifications, or experience, in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource management.

Peter Mountford (Group CEO)

Colin Brown (Group CFO and Debt Officer)

Valentine Chitalu (Board Chairperson)

Ahmed Bulbulia (Designated Audit Partner from EY Inc.)

Bronwen Rugg (Group Audit Manager from Ernst & Young Inc.)

Zack Sieberhagen (Group Financial Controller)

Elton Biljon (Group Financial Manager)

Frikkie Knoetze (Projects Executive and Risk Manager)

Reyaaz Mahmood (Head of Group Audit Services)

Johan Venter (Group Tax Manager)

The overarching purpose of the Audit Committee is to enhance the integrity and effectiveness of Super Group’s financial reporting and internal control systems. The committee plays a crucial role in promoting transparency, accountability and compliance across the Group.

Primary functions and responsibilities include:

• assessment of the internal and external audit processes;
• financial reporting oversight;
• independent oversight of the assurance functions;
• internal control evaluation; and
• compliance monitoring.

By performing these duties, the committee plays a critical role in maintaining stakeholders’ confidence in the Group’s financial reporting and overall governance, helping to prevent financial mismanagement, fraud and other irregularities. It also supports the Board in fulfilling its fiduciary responsibilities.

• Dave Cathrall, Chairperson
• Valentine Chitalu
• Pitsi Mnisi
• Peter Mountford
• Colin Brown

Overall meeting attendance of 100% in 2023

The committee consists of at least four Executive and Non-Executive Directors appointed by the Board, of which at least two members are Non-Executive Directors. The committee members, and the Chairperson, are appointed for a minimum of two years.

The Board appoints a Non-Executive Director as the committee Chairperson. The Chairperson of the Board is eligible to be the committee Chairperson.

The membership of the committee encompasses an appropriate mix of skills, including appropriate financial management skills, to ensure that they are able to conduct a proper assessment of the Group’s risks.

Reyaaz Mahmood (Head of Group Audit Services)

Alan Chambers (Group Legal Counsel)

Adrian Lewis (CIO)

The committee’s responsibilities include reviewing and assessing the integrity, reliability and effectiveness of Super Group’s risk management systems, policies and strategies. It is also tasked with defining the scope, role, responsibilities and authority of the risk management function within the Group.

The committee actively monitors external developments related to corporate accountability and associated risk reporting, including emerging potential impacts, and carefully reviews any financial, business and strategic risk reports presented by management. To maintain objectivity, it conducts an independent and impartial overview of the information provided by management.

The committee must:

• establish and maintain a shared understanding of the risk universe;
• monitor and support the agreed risk profile;
• coordinate risk management and assurance across the Group; and
• regularly report risk management efforts and actions to the Board.

Ensuring adequate business continuity plans, including disaster recovery plans, is also a vital part of its mandate. A systematic, documented, formal risk assessment is conducted at least once a year to achieve these objectives.

• Valentine Chitalu, Chairperson
• Colin Brown
• Simphiwe Mehlomakulu
• Peter Mountford

Overall meeting attendance of 100% in 2023

The committee consists of at least three Executive and Non-Executive Directors appointed by the Board. The Board endorses the appointment of the committee Chairperson, a Non-Executive Director, and determines the period for which he/she shall hold office.

The committee membership encompasses an appropriate mix of skills, including appropriate financial management skills, to ensure that they are able to conduct a thorough assessment of potential investment opportunities.

The committee’s goal is to protect the interests of shareholders and other stakeholders by making informed and strategic decisions regarding potential acquisitions and disposals.

The committee sets the Group’s investment criteria and evaluates potential acquisitions and disposals within pre-set levels of authority.

Thorough deal evaluation requires astute committee oversight and understanding of:

• due diligence, financial analysis and risk assessment;
• legal and regulatory compliance;
• negotiations;
• integration planning;
• stakeholder communication; and
• conflict of interest management.

• Valentine Chitalu, Chairperson
• David Cathrall
• Simphiwe Mehlomakulu
• Pitsi Mnisi
• Jack Phalane

The Nominations Committee met as part of the Board meeting held on 30 September 2022

The Non-Executive Directors of the Board are all members of the committee.

The purpose of the committee is to identify, evaluate and recommend individuals who are best suited to serve on the Board. It plays a critical role in ensuring that the Group’s leadership is composed of qualified and experienced individuals who can effectively oversee and guide Super Group’s operations and strategic direction.

Board composition and succession planning are primary responsibilities, and the committee ensures that the Board and its committees are appropriately structured and resourced to operate optimally.

As an independent body, the committee ensures that appointments to the Board and its committees are made through a formal and transparent process and that formal succession plans for the Board, Group CEO, Group CFO and divisional leadership are in place.

• Jack Phalane, Chairperson
• Valentine Chitalu
• Dave Cathrall

Overall meeting attendance of 100% in 2023

The committee is appointed by the Board from among the Non-Executive Directors and consists of at least two members. The Board endorses the appointment of the committee Chairperson. The Chairperson of the Board is not eligible to be the Chairperson of the committee.

The committee plays a critical role in ensuring that the Group’s compensation practices align with its overall strategy, while considering fairness, transparency and alignment with shareholders’ interests.

By fulfilling its responsibilities, the committee aims to create a compensation framework that encourages prudent risk-taking, accountability and sustainable growth for the Group.

The duties and responsibilities of the committee are to:

• Ensure alignment of the remuneration strategy and policy with the Group’s business strategy and desired culture.
• Provide the remuneration packages needed to attract, retain and motivate high-performing directors and executive management.
• Ensure that remuneration levels relative to other comparable companies are pitched at the desired level considering relative performance.
• Be sensitive to the wider operating context, including pay and employment conditions, so that decisions will be consistent and fair and be seen as such.
• Communicate remuneration policies, strategic goals and objectives to all stakeholders.

• Pitsi Mnisi, Chairperson
• Simphiwe Mehlomakulu
• Peter Mountford

Overall meeting attendance of 100% in 2023

The committee consists of Executive and Non-Executive Directors, with a majority being Non‑Executive Directors. The members, and Chairperson, are appointed to the committee for a period of two years. The Board appoints a Non-Executive Director as committee Chairperson.

The committee plays a vital and multi-faceted role in exercising rigorous oversight of Super Group’s organisational integrity and responsible business practices.

Through its mandate, the committee ensures that the Group:

• upholds ethical standards;
• promotes social and economic development;
• practices good corporate citizenship;
• maintains regulatory compliance;
• prioritises environmental sustainability;
• ensures health and safety standards;
• engages with stakeholders; and
• effectively addresses labour and employment issues.

At the core of the committee’s purpose is the commitment to positively impact the Group’s wide range of stakeholders, including employees, communities and the environment. The committee strives to foster an environment where Super Group prioritises the well-being and interests of all those affected by their operations. Through annual reporting, the committee ensures transparency and accountability to these stakeholders, providing them with comprehensive insights into the Group’s efforts to create a positive impact on society and the environment.