Shoprite Holdings Ltd

The Social and Ethics Board Committee is made up of four non-executive Board members and the company CFO. Invited roles include the Company Secretary, Group Corporate Relations and Communications Manager, Group Risk and Compliance Manager and Group Sustainability Manager. This committee provides oversight on the Group's activities within communities, its environmental aspects and impacts, public health and safety, and customer complaints amongst others. An Environmental Sustainability Update is presented to this Committee (3 times per year), for its deliberation and feedback. This includes the company's performance against targets regarding energy use (renewable and non-renewable) and climate change related matters. Position statements for Responsible Sourcing and Biodiversity, Climate Change and Water Security were approved by this committee. These Position Statements articulate the Group's stance on these issues, including its overarching strategy, plans and commitments. [...] The Group Sustainability Manager is the central point of contact within the company for any climate-related issues and queries. In this way, direct and indirect company activities that influence policy will be consistent with the company's overall climate change strategy and sustainability framework. A Climate Change Position Statement was developed to articulate Shoprite's position, strategy and plans related to energy and climate change.

The Deputy CEO and the Social and Ethics Committee oversee our environmental and social sustainability activities. In February 2019, we appointed a Group Sustainability Manager who reports to the Deputy CEO and the Social and Ethics Committee. Since then, our sustainability team has grown, including specialists in engineering and waste management. [...] Of special relevance to this report is the Social and Ethics Committee, which is responsible for ensuring that the Group realises its values and acts as a good corporate citizen. Its Committee Charter (available on our website) was reviewed during the reporting period. It aligns with the Companies Act Regulations and the King IV™ code. The Committee reports on its work to shareholders at the annual general meeting. The full Social and Ethics Committee Chairperson's Report for the financial year is included as an appendix, and outlines the Group's management approach regarding sustainability, as well as how this approach is evaluated and the results of such an evaluation.

The SEC is mandated to oversee all sustainability-related issues and to review the Group's sustainability strategy, policies, performance, and ethical culture (see page 19). The SEC assists the Board in overseeing the effective integration of sustainability-related issues into the Group's strategy, focusing on: [...] The SEC works with the ARC to oversee the effective management of the Group's sustainability-related risks. The ARC is responsible for overseeing the integrity of the Group's overall risk and compliance management practices, information security and cyber-risk systems, and integrated and sustainability reporting process. [...] The SEC meets three times a year to review the Group's sustainability performance. The Chief Sustainability Officer and members of the management team attend these committee meetings by invitation. The SEC Chairman reports on the SEC's activities and recommendations to the Board. The annual work plan for the SEC encompasses topics relevant to the sustainability agenda, ensuring thorough discussions during meetings, subsequent reporting to the Board, and public disclosure.

The report has been reviewed and approved by our Social and Ethics Committee and our Audit and Risk Committee in August 2021. The 2021 financial year figures used in this report have been verified through an internal audit process. Figures included refer to all operations except for our franchised businesses. [...] The Social and Ethics Committee (SEC) plays an important oversight role in terms of the Group's climate change strategy and climate-related risks and opportunities, and reports directly to the Board on these matters. GRI 102-29 [...] The SEC governs stakeholder relationships, communication and reporting, and delegates responsibility for execution to management. [...] The committee routinely receives a wide range of management reports and regular attendees to meetings include the Head of Corporate Relations and Communications, the Group Sustainability Manager, the Chief Human Resources Officer, the Group Health and Safety Manager, and the Group Manager: Risk and Compliance.

(4.1.2.5) Governance mechanisms into which this environmental issue is integrated ☑ Reviewing and guiding annual budgets ☑ Overseeing and guiding public policy engagement ☑ Overseeing the setting of corporate targets ☑ Reviewing and guiding innovation/R&D priorities ☑ Monitoring progress towards corporate targets ☑ Approving and/or overseeing employee incentives ☑ Approving corporate policies and/or commitments ☑ Overseeing and guiding major capital expenditures ☑ Overseeing and guiding public policy engagement ☑ Monitoring the implementation of the business strategy ☑ Overseeing reporting, audit, and verification processes ☑ Overseeing and guiding the development of a business strategy ☑ Overseeing and guiding acquisitions, mergers, and divestitures ☑ Monitoring compliance with corporate policies and/or commitments ☑ Reviewing and guiding the assessment process for dependencies, impacts, risks, and opportunities ☑ Other, please specify: - Review and approve the Group's sustainability strategy in relation to material sustainability issues in line with the relevant reporting requirements. - Approve the relevant sustainability targets. **(4.1.2.7) Please explain** The CFO signs off the Board Resolutions for the investigations of the installation of solar PV systems for Shoprite. In this reporting period, 31,901 MWh worth of detailed investigations (i.e., sufficient roof structure strength, PV panel layout design, etc.) were signed off. In this reporting period, the Board signed off on the Sustainability Strategy, annual sustainability report, and environmental incentive targets."
"**(4.11.8) Describe the process your organization has in place to ensure that your external engagement activities** **are consistent with your environmental commitments and/or transition plan** A Chief Sustainability Officer was appointed by Shoprite in February 2019 to establish a comprehensive sustainability framework and strategy for the Group in all regions that it operates. The strategy steers the Group's progress on and approach to activities in the company that strengthens its ability to reduce its reliance on natural resources, while minimising its environmental footprint. The CSO is the central point of contact within the company for any climate-, water-, responsible sourcing- and biodiversity-related issues and queries. In this way, direct and indirect company activities that influence policy will be consistent with the company's overall policies and frameworks. Various Position Statements have been developed to articulate Shoprite's position, strategy and plans related to these environmental issues.

The Social and Ethics Committee is constituted as a formal committee of the Board of Shoprite Holdings Limited in terms of section 72(4) of the Companies Act No 71 of 2008, read with Regulation 43 of the Companies Regulations 2011 and the King IV[TM] Code. My role as the Chairman, to which I was appointed following the retirement of Dr Anna Mokgokong, from the Board of Shoprite Holdings on 14 November 2022, is to report to stakeholders for the financial year ended 2 July 2023 on the committee's statutory responsibilities and Board-approved terms of reference, which were reviewed and updated during the year under review. The terms of reference set out the requirements for its composition and meeting procedures. [...] The committee also monitors the Group's support of the three SDGs the Group has identified as being the SDGs to which it can make a meaningful contribution: SDG 2 Zero hunger, SDG 8 Decent work and economic growth and SDG 12 Responsible consumption and production. [...] The SEC receives quarterly reports on the organisation's performance in the areas that fall within its mandate. [...] The committee is satisfied that the Group continued to meet its major objectives over which the committee has oversight. Appropriate policies, frameworks and position statements are in place. We are also satisfied that there has been no material non-compliance with legislation or non-adherence to codes of best practice in the areas within the committee's mandate during FY 2023. The committee has evaluated its performance in FY 2023 as part of the Board evaluation process and is satisfied that it has fulfilled its regulatory and Board-mandated responsibilities. [...] The committee focuses on ESG strategies, policies and performance in respect of the Group's: › investment in people, including transformation and employment equity, promotion of equality and the prevention of unfair discrimination, learning and development and the implementation of the Human Rights Policy › improvement of the customer's experience, including public health and safety, consumer engagement and communications, and responsible marketing and brand management › environmental stewardship, including climate change, water security, waste management, sustainable packaging and responsible sourcing › B-BBEE programmes and plans, including the annual verification process. [...] The committee reviews reports and presentations on the following: › People development, employment equity, transformation and youth employment › Occupational health, safety and wellness, and the actions taken to improve performance where necessary › Maintaining high levels of hygiene and food safety and the mitigation of these risks › The Group's CSI expenditure and its progress against plans › Environmental sustainability and stewardship, including performance against key performance indicators and CDP disclosures for water, climate change and forestry › Ethics and human rights performance, the hotline cases and progress on embedding an ethical culture in the Group › Implementation of the Shoprite Employee Trust › The impact achieved by our enterprise and supplier development initiatives › Minutes of the B-BBEE Committee, and progress against plans and targets › Compliance to relevant laws and other requirements to which the Group subscribes [...] Climate change is a focus area for the committee as it seeks to understand of the impact of climate change on the Group and the impact of the Group's operations on climate change. The World Wide Fund for Nature (WWF) held an engagement session with the Board on climate change and environmental sustainability. [...] The committee monitored compliance with the following: › Various legislation, including the Employment Equity Act, Broad-based Black Economic Empowerment Act and amended B-BBEE Codes of Good Practice, Environmental and

While this SR is not independently assured as a whole, certain information and the associated underlying processes were subject to internal or external audits to support the credibility and integrity of our reporting: [...] As members of the Shoprite Holdings Board, we acknowledge our responsibility for ensuring the integrity of this SR. The Social and Ethics Committee (SEC) oversees the preparation of the report, reviews its content, and ensures that appropriate processes and assurance measures are in place. [...] Supported by the SEC, the Board believes this report provides a balanced view of all material sustainability matters for the financial year ended 30 June 2024, accurately reflecting the Group's strategic sustainability commitments. [...] Following a thorough review, the SEC have approved this report and recommended it to the Board for final approval. [...] The SEC is mandated to oversee all sustainability-related issues and to review the Group's sustainability strategy, policies, performance, and ethical culture (see page 19). The SEC assists the Board in overseeing the effective integration of sustainability-related issues into the Group's strategy, focusing on: [...] The SEC works with the ARC to oversee the effective management of the Group's sustainability-related risks. The ARC is responsible for overseeing the integrity of the Group's overall risk and compliance management practices, information security and cyber-risk systems, and integrated and sustainability reporting process. [...] The SEC meets three times a year to review the Group's sustainability performance. The Chief Sustainability Officer and members of the management team attend these committee meetings by invitation. The SEC Chairman reports on the SEC's activities and recommendations to the Board. The annual work plan for the SEC encompasses topics relevant to the sustainability agenda, ensuring thorough discussions during meetings, subsequent reporting to the Board, and public disclosure.

The Board delegates its oversight duties with respect to environmental sustainability and water-related issues to the Social and Ethics Committee. The SEC is made up of five non-executive Board members and the company's Chief Financial Officer (CFO). An environmental sustainability update is presented to this Committee (3 times per year), for its deliberation, feedback, and oversight. This includes water withdrawal and resilience KPIs. New position statements for Climate Change, Water Security and Biodiversity and Responsible Sourcing were presented to the Social and Ethics Committee. for their approval. The CFO sits on the Projects Admission Committee (PAC) which approved a project for 2021/22 for the installation of 225 online water meters. This will ensure that water consumption at sites is monitored and reported instantaneously. [...] The Social and Ethics Board Committee is made up of five non-executive Board members, CFO, Company Secretary, Group Corporate Relations and Communications Manager, Group Risk and Compliance Manager and Group Sustainability Manager. This committee provides oversight on the Group's activities within communities, its environmental aspects and impacts, public health and safety, and customer complaints amongst others. An environmental sustainability update is presented to this Committee (3 times per year), for its deliberation, feedback, and oversight. This includes water withdrawal and resilience KPIs. [...] The Deputy CEO role plays an oversight role on environmental sustainability matters. The Deputy CEO sits on the Projects Admission Committee (PAC) which approved a project for 2021/22 for the installation of 225 online water meters. This will ensure that water consumption at sites is monitored and reported instantaneously. [...] The Social and Ethics Committee, tasked by the Board to perform an oversight role on its behalf, addresses water- related issues, as an agenda item during its meetings. This committee meets three times per year. Any relevant and material issues are brought to the attention of the Board by means of the Social and Ethics Committee Chairman Report. A report detailing compliance with United Nations 10 Global Compact Principles is a standing Agenda point at this meeting. The environmental principles of the Compact include supporting a precautionary approach to environmental challenges; promoting greater environmental responsibility; and the development and diffusion of environmentally friendly technologies. New position statements for Climate Change, Water Security and Biodiversity and Responsible Sourcing were presented to the Social and Ethics Committee. for their approval. An environmental sustainability update is presented to this Committee (3 times per year), for its deliberation and feedback. The SEC is made up of five non-executive Board members and the company's Chief Financial Officer (CFO).

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]A Group Sustainability Manager was appointed by Shoprite in February 2019 to establish a comprehensive sustainability framework and strategy for the Group in all regions that it operates. The strategy will steer the Group's progress on and approach to activities in the company that will strengthen its ability to reduce its reliance on natural resources, while minimising its environmental footprint. The Group Sustainability Manager is the central point of contact within the company for any climate-related issues and queries. In this way, direct and indirect company activities that influence policy will be consistent with the company's overall climate change strategy and sustainability framework. A Climate Change Position Statement was developed to articulate Shoprite's position, strategy and plans related to energy and climate change.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes