Investec PLC

DLC Social and Ethics committee (DLC SEC): The chair of the DLC is Nicky Newton-King. The principal objective of the DLC SEC is to assist the Board in ensuring that the Group remains a committed, socially responsible corporate citizen in the context of the economy, society, and environment in which the Group operates. It is responsible for monitoring the non-financial elements of sustainability, including the Group's performance in ESG indicators, and the relevance of sustainability issues across the Group. It is also responsible for monitoring the Group's activities with regards to any relevant legislation, other legal requirements, or prevailing codes of best practice. The Committee report to the Board after each meeting on the nature and content of its discussion, recommendations, and action to be taken, and shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. The DLC SEC monitor and review the performance against targets on a annual basis (in line with reporting) and escalate any issues as they arise. Note that the majority of targets are rolling and therefore this is rarely an issue [...] Process and frequency: The Committee comprises four independent directors and the Group Chief Executive. Its composition, that is in accordance with the requirements of the South African Companies Act, is designed to provide the breadth of experience necessary for effective consideration of the sustainability issues presented. The DLC SEC is a Board appointed committee with a direct reporting line to the DLC Board. The Committee is also attended by key business leaders in the Group. This, and the Committee's interaction with the DLC ESG Executive Committee, support the continued integration of sustainability matters across the Group. The Committee met four times during the year. Significant matters are escalated to the Board.

###### Governance

Board of Directors
At the highest governance level, the Board has the ultimate
responsibility to monitor how well the Group is operating as a
responsible organisation. This includes considerations around
climate-related risks and opportunities when reviewing the
Group strategy.

###### Board-appointed committees
The Board is supported by various Board-appointed committees
with each committee contributing in their specialised capacity to
climate- and environmental-related risks and opportunities.
These include:

- DLC Social and Ethics Committee (DLC SEC)

- DLC Board Risk and Capital Committee (DLC BRCC)

- DLC Audit Committee

- DLC Remuneration Committee.

###### Executive responsibility
For climate-related risks and opportunities, the Chief Executive,
Fani Titi, takes ultimate executive responsibility for all climaterelated and sustainability (including ESG) matters.
The Chief Executive is supported by the:

- Group ESG Executive Committee that reports relevant
ESG matters to the DLC SEC and Group Executive Risk
Committee (ERC)

- Executive responsibility within the Specialist Bank

###### Risk management Metrics and

Our approach to managing the risks from climate change is
continually evolving as we improve our understanding of this targets
complex and interconnected risk. We are also aware of the enormity

- We have committed

to ongoing carbon

neutrality in our direct

###### Compliance and screening operations

- We identify climate risks by integrating ESG considerations into - We follow the
our day-to-day operations recommendations

- We assess climate risks and whether they are being prevented, set out by the TCFDs
managed or mitigated to ensure responsible lending and investing. and the regulatory

guidance in our two core

###### Risk management jurisdictions

We see climate risk as a material risk associated with rapidly changing

- We disclose our full

energy lending portfolio

and policy changes (transitional risk), or the risk from climate change including fossil fuel
breaches of underlying legal frameworks (litigation risk). exposures across

the Group

###### Environmental management

- We have an environmental management system to manage and - We disclose our
limit our direct carbon impact financed emissions in

our most material asset

- We screen our suppliers to assess responsible sourcing of natural

- We include non-financial

resources and encourage behaviour that supports our carbon

and ESG-related

neutral focus.

###### Business opportunities targets within executive

- We use our specialist skills in advisory, lending and investing to remuneration.
support clients' sustainability ambitions

- We have expertise and focus on financing infrastructure solutions
that promote renewable and clean energy, and green buildings

- Through our approach to the SDGs, we can accelerate sustainable
finance that supports a net-zero carbon transition."
"Ultimately the DLC Social and Ethics Committee (DLC SEC) and the Group ESG Executive Committee take responsibility for monitoring climate-related and sustainability (including ESG) matters. We have a Board-approved risk appetite framework where significant exposures to industries that could be considered to have a higher climate or ESG risk are monitored and limited. [...] There is also oversight by the DLC ESG Executive Committee and the DLC SEC on climate-related and sustainability (including ESG) matters. The Group ESG Executive Committee mandated by the Group's Executive Directors reports relevant climate-related and sustainability (including ESG) matters to the DLC SEC and Group ERC. The main objectives of the committee are to coordinate these efforts across geographies and businesses.

### 8. Governance and evaluation of sustainable and transition finance activities

Any sustainable and transition finance activities will follow an internal process to ensure alignment with this framework, along with the Group's typical credit and risk processes. The process of evaluation and selection will be done by the relevant business area with support from the Group Sustainability team and committees throughout the Group. These teams will have the responsibilities laid out below.

The framework will undergo an annual assessment and be updated as necessary. This process will involve approvals from the Group's Board Risk and Capital Committees, the Social and Ethics Committee, and the Board.

|Team|Col2|Responsibilities|
|---|---|---|
|Business and Group Sustainability||The Group Sustainability team will work in conjunction with the relevant financing teams in supporting their sustainable and transition financing activities, and will be responsible for managing the alignment of any eligible sustainable and transition financing activities with this framework, including: • Confirming compliance with the best practice taxonomies outlined in section 3 and the eligibility of potential assets and projects • Monitoring the development of sustainable finance taxonomies in the Group's key geographies and globally and, where applicable, conformance with any other principles, standards or tools that may otherwise become commonplace in the market • Assessing compliance with Investec's sustainability policies as outlined in section 11 • Applying Investec's own professional judgement, discretion, and sustainability knowledge.||
||||
|Group Executive ESG Committee||The Group Executive ESG Committee, a committee reporting to the Group Executive, will support in: • Aligning the sustainable and transition finance activities of the Group sustainability agenda • Monitoring that the appropriate governance procedures are maintained in the pursuit of sustainable and transition financing activities.||
||||
|Internal Audit||Internal Audit will be required to routinely assess that all internal processes associated with sustainable and transition financing activities support the framework and the Group's operations from a risk perspective, including the assessment of internal controls linked to the process.||

Responsibility of Board-appointed committees and executive members [...] DLC Social and Ethics Committee (DLC SEC) [...] The Committee's principal objective is to assist the Board in ensuring that the Group remains a committed, socially responsible corporate citizen in the context of the economy, society, and environment in which the Group operates. It is responsible for monitoring the Group's activities with regard to any relevant legislation, legal requirements, or prevailing codes of best practice. [...] The DLC SEC receives feedback on the latest climate-related matters through a standing agenda point. The Global Head of Sustainability escalates climate-related issues raised by the Group ESG Executive Forum either verbally or in written format to the DLC SEC. During the financial year, the DLC SEC climate-related discussion points for the Group included: - Progress with regards to the Group's net-zero carbon ambitions - Position on fossil fuel exposures. In addition, a number of presentations were made to the Committee including: - A high-level summary of the discussions held at COP26 and the global energy transition - An update on the business initiatives designed to support our clients in their participation in the transition - An external speaker who covered the just transition, climate-related risks and how they impact general investment portfolios - An update on the potential impact of the Russian invasion of Ukraine and the resultant energy and food crisis. [...] DLC Board Risk and Capital Committee (DLC BRCC) [...] The role of the Committee is to provide independent oversight over the range of risks (including non-financial risks) facing the business. It performs this function by considering the risk reports presented and questions whether actions taken by management are appropriate. Through both IBL BRCC and IBP BRCC meetings and interactions with the Chief Risk Officers (CROs) and the various risk disciplines, the Committee satisfies itself that effective risk management plans and processes are in place to ensure that risks are adequately assessed and timeously addressed. [...] DLC Audit Committee [...] The Committee provides independent challenge and oversight across the Group's financial reporting and internal control procedures. In terms of the DLC structure, the DLC Board has mandated authority to the DLC Audit Committee to be the Audit Committee of the Group. The DLC Audit Committee oversees and considers Group audit-related matters and has responsibility for audit-related matters that are common to Investec plc and Investec Limited, and works in conjunction with these two committees to address all Group reporting. [...] DLC Remuneration (REM) Committee [...] This Committee is mandated to provide effective oversight over the Group's remuneration processes and arrangements. The Committee reports directly to the Board. Climate-related responsibilities of the DLC REM Committee which incorporate climate-related aspects. [...] The DLC REM Committee establishes performance-related targets against sustainability measures, [...] The Global Head of Sustainability met with the DLC REM Committee to present the enhanced executive remuneration framework. This framework includes a more holistic process to address all aspects of sustainability incorporating the E (environment), the S (social) and the G (governance) including climate-related matters. This framework is based on how the Group is rated by Sustainalytics, CDP, ISS, CSA Dow Jones, and the Financial Sector Charter (to incorporate transformation). [...] Group ESG Executive Committee [...] The Chief Executive is supported by the Group ESG Executive Committee to coordinate climate-related and sustainability (including ESG) efforts across geographies and businesses from both a strategy and policy perspective. The Group ESG Executive Committee, mandated by the Group's Executive Directors, reports relevant climate-related and sustainability (including ESG) matters to the DLC SEC and Group ERC. Mark Currie, our Group Chief Risk Officer, as well as Kevin McKenna, our Investec plc Chief Risk Officer, are members of the Group ESG Executive Committee with Kevin McKenna also the Senior Management Function (SMF) for climate risk of Investec Plc. The main objectives of the Committee are to help align and coordinate ESG strategy and governance efforts across geographies and businesses. Key climate-related matters raised by the business and forums mentioned below are escalated to the Global Head of Sustainability who presents these matters verbally and in written format at each Group ESG Executive Committee meeting.

Governance at Investec transcends regulatory mandates. We remain committed to upholding the Ten Principles of the United Nations Global Compact, which encompass human rights, labour, environment, and anti-corruption. We actively support the international agenda to eradicate human trafficking, slavery, forced labour, and child labour. In compliance with section 54 of the UK Modern Slavery Act 2015, we have published annual modern slavery statements, which are available on our website. [...] The Board is supported by various Board-appointed committees with each committee contributing in their specialised capacity to climate-, nature- and environmental-related risks and opportunities. These include: - DLC Social and Ethics Committee (DLC SEC) - DLC Board Risk and Capital Committee (DLC BRCC) - DLC Audit Committee - DLC Remuneration Committee. [...] For climate-, nature-, and environmental-related risks and opportunities, the Group Chief Executive (CE), Fani Titi, takes ultimate executive accountability. [...] The CE is supported by the: - Group ESG Executive Committee and the Group Executive Risk Committee (ERC) that reports relevant sustainability matters to the DLC SEC [...] - Chief Strategy and Sustainability Officer - Executive responsibility within the Specialist Banks - Executive responsibility within Investec Wealth & Investment International.

Material climate-related risk considerations are integrated into multidisciplinary, company-wide management processes throughout the Group and are managed within our credit and investment portfolios. Ultimately the DLC Social and Ethics Committee (DLC SEC) and the Group ESG Executive committee take responsibility for monitoring climate-related and sustainability (including ESG) matters. We have a Board approved risk appetite framework where significant exposures to industries that could be considered to have a higher climate or ESG risk are monitored and limited. We have analysed the value at risk relating to physical climate risk events within our real estate portfolio for Investec Limited and Investec plc. In the next year, our focus will be on the remaining portfolios with a target completion date of March 2024. We are measuring and monitoring our Scope 3 investment and lending activities with the aim towards a climate alignment pathway within various industries. The major key performance indicators will be the result of our ESG ratings and rankings, mainly S&P CSA, MSCI, Sustainalytics, CDP and Dow Jones. [...] Climate-related risk considerations are integrated into multidisciplinary, company-wide management processes throughout the group. Over the past year, the various Investec boards have taken a deeper role in actively engaging on various sustainability activities and opportunities. Marc Kahn, the global head of people and organisation, has assumed executive responsibility for driving sustainability across the organisation. The Board reconstituted the Social and Ethics committee (SEC), bringing in more members with relevant ESG experience. The SEC is responsible for monitoring the non- financial elements of sustainability, including the group's performance in ESG indicators, and relevance of sustainability issues across the group. This committee consists solely of independent directors. The Board has the ultimate responsibility to monitor the operations of the Group as a responsible corporate. The Board oversees Investec's response to climate change and is supported by the management teams to manage the risks and opportunities associated with climate change. At the highest governance level, the Board establishes the purpose of the Group, incorporates climate-related and sustainability (including ESG) matters when reviewing and guiding strategy and strategic aims, and monitors and oversees progress towards climate-related goals, targets, and ambitions. In addition, they consider climate-related issues when overseeing major capital expenditures, acquisitions, and divestitures.

During 2023, the existing governance structure for responsible investment was reviewed and an IW&I Responsible Investment Committee formed, to feed into business decision-making processes and report to the Investment Committee on our approach to the integration of climate risk and broader responsible investment issues. [...] The Investment Committee oversees our Responsible Investment Policy, which outlines the IW&I approach to responsible investment and demonstrates our commitment to, and support of, the PRI. [...] We continue to have active and ongoing engagement with regard to the SDR Anti-Greenwashing Rule. Development of and requirements under SDR are overseen by the Responsible Investment Committee which meets on a bi-monthly basis and has SDR as a standing agenda item. In addition both the Financial Promotions review process and the Product Approval process consider the risk of greenwashing. [...] We ensured that our operating model supports our on-going policy and reporting obligations by creating and allocating resources to the Responsible Investment Committee. A member of our Compliance Advisory team is part of that committee and is responsible for updates on the current and developing regulatory framework in this area, including the Sustainability Disclosure Requirements. The combination with Rathbones enables IW&I to leverage support from external consultants to ensure continued compliance with existing and emerging regulation.

The Board oversees the Bank's response to climate change and the prevention of nature loss. The Board is supported by the management team to manage climate and nature-related risks and opportunities. The Board is responsible to embed climate and nature-related considerations into the company's strategy, and operations, ensuring effective risk management and promoting transparent reporting. [...] Climate and nature-related matters are escalated to the Board through the Risk Management Committee and management. [...] The RMC oversees and signs off on the Bank's risk management policies. [...] The committee receives regular updates from the Assurance Functions on the latest regulatory and disclosure requirements. [...] The Group CE, Fani Titi, takes ultimate executive accountability for all climate and nature-related matters (including ESG). The CE is informed of climate and nature-related risks and opportunities through the Chief Strategy and Sustainability Officer, the Group ESG Executive Committee and the Dual Listed Company (DLC) Social and Ethics Committee (SEC), of which he is also a member. He also receives written feedback through the board reports.

We apply prudent due diligence to all fossil fuel activities which go through a rigorous process and may require senior decision-making approval. Furthermore, this policy and Investec's risk appetite for this sector is reviewed annually and signed off by the Board Risk and Capital Committee (BRCC) and the Dual Listed Company (DLC) Social & Ethics Committee. [...] Any transaction falling within this fossil fuel policy has to be taken through an ESG risk approval process and escalated for executive approval as required.

The proposed projects and assets for inclusion in a sustainable financing activity will undergo a rigorous internal process to ensure alignment with the Framework, along with the Group's typical credit and risk processes. The process of project evaluation and selection will be done by the relevant business area with support from the Group Sustainability team and committees throughout the Group. These teams will have the following responsibilities: [...] Group ESG The Group ESG Committee, a committee reporting to the Group Executive, will support in: aligning the sustainable finance activities of the Group sustainability agenda monitoring that the appropriate governance procedures are maintained in the pursuit of sustainable financing activities. [...] UK/SA Internal audit will be required to routinely assess that all internal processes associated with sustainable financing activities support the Framework and the Group's operations from a risk perspective, including the assessment of internal controls linked to the process.

We have integrated management engagement into our overall investment process. We regularly engage directly with company management and executives on matters ranging from remuneration to company strategy, in addition to traditional investment matters. These engagements take place both directly through one-on-one meetings with company management (which affords us an opportunity to raise our own points) or through contact at presentations and conferences. We further utilise these engagements to actively promote our stewardship and sustainability (including ESG) integration by discussing ESG and sustainability matters with company management. Where we have concerns about a company we have invested in, we will engage with the management team directly and collaboratively through platforms like the PRI or CA100+, or through exercising voting rights at general meetings. Going further, we can put forward shareholder resolutions and discuss matters with the company as required. If we feel a company is not being managed in the interests of our clients, we will decide how best to engage with the company to address this. The cornerstone of our stewardship framework is our voting process. We will exercise our fiduciary voting responsibilities on all material issues, which can encompass anything from remuneration to board composition. Our analysts may also make recommendations based on environmental, climate and social considerations. We use the services of Institutional Shareholder Services (ISS), a leading provider of corporate governance solutions, to provide us with research and recommendations. This research is thoroughly vetted by our research analysts with final voting recommendations reviewed by our voting committee. We exercise our voting capability on all discretionary accounts consistently and detailed reporting on each meeting is available on request. In addition to exercising your vote we are increasingly engaging with companies both directly and collaboratively to ensure management teams hear our voice and manage their businesses in the best interests of all stakeholders. Examples of engagement topics have included supply chain disclosure, fossil fuel transition and, most often, remuneration policy. Incentives drive behaviour.

The DLC SEC is a Board-appointed committee with a direct reporting line to the DLC Board. The DLC SEC takes responsibility for monitoring the non-financial elements of sustainability and monitors the Group's performance in terms of climate-related and sustainability (including ESG) indicators. The DLC SEC chair reports to the Board after each meeting on the nature and content of its discussion, recommendations, and action to be taken, and makes recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed. [...] The DLC BRCC oversees and signs off on the Group's risk management policies. The Committee is also responsible for managing the principal risks of the Group of which climate-related risk is explicitly listed. In addition, the DLC BRCC: • Considers and reports on key financial and non-financial risk issues • Monitors and recommends the Group's risk appetite which includes appetite on climate-related and sustainability (including ESG) matters.

In the process of articulating Investec's purpose, we paid particular attention to the dimensions of the environment, social responsibility and governance. Investec's culture of care has always placed a high value on business practices that create enduring worth for all stakeholders. However, there are many areas in which we can, and must, improve. To this end, we deepened the ESG skills on the board and established an ESG Executive Committee to align sustainability activities across the organisation. We also created a framework to link part of the remuneration of executive directors to ESG key performance indicators (KPIs). [...] The Group ESG Executive Committee, mandated by the group's executive directors, reports relevant ESG matters to DLC SEC and Group ERC. Mark Currie, our group chief risk officer, as well as Kevin McKenna, our UK chief risk officer, are members of the Group ESG Executive Committee with Kevin McKenna being appointed as the Senior Management Function (SMF) for climate risk. The main objectives of the committee are to coordinate ESG efforts across geographies and businesses and to: ensure that Investec conducts its business in a responsible manner; manage non-financial risks in relation to ESG matters, incorporating considerations across philanthropy, corporate social investment (CSI), ESG screening, ESG investing, impact investing and the SDGs; review all ESG strategies, policies, management initiatives and targets, as well as the performance of major Investec subsidiaries and the group in its entirety. [...] In addition to the board, the DLC SEC, a board appointed committee, takes responsibility for monitoring the non-financial elements of sustainability. The DLC SEC specifically monitors the group's performance in terms of social, environmental (including climate change) and governance (ESG) indicators. The DLC SEC consists of six independent directors with experience in sustainability and meets four times a year. The committee reports to the board on how it discharges its responsibilities and makes appropriate recommendations to the board.

At the beginning of 2018, the group became a full participant (previously only a signatory) to the United Nations (UN) Global Compact, increasing our commitment to the 10 principles with respect to business and human rights, labour, environment and anti-corruption. The Social and Ethics Committee (DLC SEC), a sub-committee of the board, monitors our progress in advancing the ten principles and entrenching them into our strategy, culture and daily operations. [...] The investor relations division has a day-to-day responsibility for ensuring appropriate communication with stakeholders and, together with the group finance and company secretarial divisions, ensures that we meet our public disclosure obligations. We have a board-approved policy statement in place to ensure that we comply with all relevant public disclosure obligations and uphold the board's communication and disclosure philosophy.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]The Fund engages with the government through SAPOA regarding regulations and policy that impact our energy strategy as well as our business operations. Engagements our made on the implementation of EPC regulations which come into effect in December 2022. The Fund also engages on "wheeling regulations" to identify opportunities where the Fund can "wheel" solar PV electricity from one property in the portfolio to another. The Fund also engages regarding load shedding probability and duration as this impacts the Fund's day-to-day operations as well as indirect operating costs.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]By using our influence we can ensure that we are using our voice in the correct forums that align with our own climate change strategy and commitments.

We participate in various working groups detailed below:

The National Treasury Department of Environmental Affairs issued the technical paper on Financing a Sustainable Economy in April 2020 after which various work streams were formed.
Investec is a member of the:
• Climate Steering Committee
• Sustainable Finance Working Group
• Disclosure Working Group.

Through our membership to The Banking Association South Africa (BASA, which advances the interests of the industry with its regulators, legislators, and stakeholders to make banking sustainable, profitable and better able to contribute to the social and economic development and transformation of the country.
The Sustainable Finance Forum members comply with the BASA principles for managing environmental and social risk.

We participate in various forums and committees including:
• Climate Risk Forum Steering Committee
• TCFD and Sustainable Finance Working Groups
• Sustainable Finance Committee
• Positive Impact Finance Committee

Attach commitment or position statement(s)[…]pages 136 - 144 for all our memberships
Participation in industry initiatives and memberships:
Our commitment to sustainability and climate change is evident from the many organisations with whom we engage and support. Within the finance sector in South Africa, there is a collaborative effort to support and encourage sustainability which includes participation in:
• The National Treasury green finance taxonomy beta testing
• BASA's Climate Risk Forum Steering Committee
• The TCFD and sustainable finance working groups supporting the implementations released on financing a sustainable economy by National Treasury.

We support PCAF and are actively involved in the formulation of financial carbon reporting methodology. As members of the Net-Zero Banking Alliance (NZBA) we regularly engage and participate in various working groups including the sector track, implementation track, and outreach and recruitment track, which Investec is championing in Africa.

We are members of the newly established UN Responsible Banking Academy with the aim to support the implementation of the Principles for Responsible Banking (UN PRB). The education body will support the implementation of UNEP Finance Initiative's training strategy through the development and delivery of online learning courses covering the key areas of knowledge and understanding relating to sustainability required by staff in financial institutions, whether they are signatories of the UN PRB or are aspiring to be signatories.

We are participating in the Institute of International Finance (IIF) working group which is focused on providing a standardised template for TCFD disclosures. The core
objective of this work is to advance an industry consensus view on how climate-related disclosures should be conveyed to the market, and how different types of
metrics relevant to banks should be applied in disclosures. The core desired outcome of this project is to materially improve consistency in the structure, format, and
coverage of disclosures by banks.

Investec is a signatory to the United for Wildlife Financial Taskforce to combat illegal wildlife trade (IWT), which leverages the existing global financial crime architectures to support efforts to combat IWT and is a significant influencer in the South African Chapter of United for Wildlife which guides and leads activities in South Africa and neighbouring countries. Investec is also a member of SAMLIT. We lead an expert working group on IWT in South Africa for SAMLIT, in a phase two project, with a mandate to continue investigations on the financial flows related to IWT, improve partnerships with agencies and stakeholders not currently part of the group, agree on mechanisms for research and information sharing, as well as for public engagement. We will achieve this, by working closely with other South African financial institutions, the Financial Intelligence Centre, the Directorate for Priority Crime Investigation, the Department of Forestry, Fisheries and the Environment, the National Prosecuting Authority, and selected NPOs in the conservation and wildlife field.

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

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]In order to to ensure that we have external engagement activities are consistent with our climate commitments and transition plan we are a member of various working groups such as NZBA, PBAF, a founding member of ANCA, an active participation in UNGC,UN GISD, UN PRI, UNEP FI,BASA, PCAF and other forums. Working are also working with industry in the UK and South Africa to ensure policy coherence. As members of the Net-Zero Banking Alliance (NZBA) we regularly engage and participate in various working groups including the sector track, implementation track, and outreach and recruitment track, which Investec is championing in Africa.

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