Pick n Pay Stores Ltd

In addition to the significant achievements detailed above, AIH agreed to a number of important governance changes to increase the independence of the Board and to balance the interests of all shareholders. The changes will be implemented in a phased and responsible manner over the next 12 to 18 months, prioritising management support and Board stability: **•** AIH will forego majority shareholder voting control of Pick n Pay Stores Limited, allowing Ackerman family voting rights to fall below 50% post the Rights Offer. **•** AIH will forego its right to nominate the Chair, CEO and CFO immediately, as well as reduce its representation on the Board of directors to three from the 2024 AGM, being Gareth Ackerman, Suzanne Ackerman and Jonathan Ackerman. **•** Gareth Ackerman will retire from his role as Chair of the Board of directors after the release of Pick n Pay's FY25 results and has stepped down from the Nominations and Corporate Governance Committee and Treasury sub-committee with immediate effect. The Board is in the process of identifying his successor, who will be announced in due course. **•** Suzanne Ackerman retires from the Nominations and Corporate Governance Committee with immediate effect and remains Chair of the Social, Ethics and Transformation Committee. **•** David Robins will retire from the Board at the FY24 AGM in August 2024. **•** The Board has determined that long-serving independent non‑executive directors will retire in the ordinary course of Board rotations over the next 12 to 18 months. **•** In the context of the proposed Boxer IPO, the Group confirms that there will be no AIH representation on the Boxer board and that there will be no controlling voting structures for Boxer.

The Social, Ethics and Transformation committee oversees the Group-wide process of sustainability/ESG integration and plays an active role in monitoring the Group's activities and disclosure in terms of ESG-related legislation, regulations and codes of best practice. [...] The ESG executive, Vaughan Pierce, has direct access to the Board, which enhances our ability to drive top-down integration. The sustainability team keeps the Social, Ethics and Transformation Committee (SETC) and the Board abreast of the latest developments. Where particular professional skill sets are required, we contract advisors and consultants accordingly. [...] All sustainability-related information is approved by the Board's Social, Ethics and Transformation Committee. Since 2022, our ESG Report has been subject to an internal and external assurance process. Accredited service providers have verified selected performance metrics contained in the report, as well as our carbon footprint and our B-BBEE rating.

Our operational steering committee (consisting of operational divisional general managers and heads of business units) meets on a quarterly basis and reviews activities/ engagements that influence policy and assesses their alignment to overall strategy. The regular meetings guarantee that there is consistent engagement with policy makers where necessary, and includes environmental areas such as waste, energy, recycling, water, and climate change. For example, the NBI supports Pick n Pay on climate change related matters and in turn, we ensure that engagement activities with associations such as the NBI are in line with our climate targets.

The SET Committee met three times in FY24 to review performance in the areas pertinent to its mandate (see graphic on the following page). To deliver on this mandate, the Committee undertook cross-functional engagement with the Audit, Risk and Compliance Committee and other Board committees, as relevant. The Committee was assisted by the Company Secretary, executives responsible for strategy and human resources, senior managers and technical experts. The SET Committee focused on all four areas of our strategic ESG framework across Pick n Pay and Boxer, as well as Pick n Pay's new Sustainable Impact Framework. The [Committee's report is available in the Corporate Governance](https://www.picknpayinvestor.co.za/reports-results-and-presentations.php) [Report.](https://www.picknpayinvestor.co.za/reports-results-and-presentations.php)

The Social, Ethics and Transformation committee oversees the Group-wide process of sustainability/ESG integration and plays an active role in monitoring the Group's activities and disclosure in terms of ESG-related legislation, regulations and codes of best practice. [...] The ESG executive, Vaughan Pierce, has direct access to the Board, which enhances our ability to drive top-down integration. The sustainability team keeps the Social, Ethics and Transformation Committee (SETC) and the Board abreast of the latest developments. Where particular professional skill sets are required, we contract advisors and consultants accordingly. [...] All sustainability-related information is approved by the Board's Social, Ethics and Transformation Committee. Since 2022, our ESG Report has been subject to an internal and external assurance process. Accredited service providers have verified selected performance metrics contained in the report, as well as our carbon footprint and our B-BBEE rating.

The Board is supported by four committees, which are delegated specific oversight roles related to the Group's sustainability and governance performance. The Social, Ethics and Transformation (SET) Committee is the primary committee that oversees the execution of our strategic ESG framework and our sustainability performance and is tasked with ensuring that the Group's enduring values are applied daily in all areas of the business. The SET Committee reports back to the Board after every scheduled meeting. [...] The SET Committee met three times in FY24 to review performance in the areas pertinent to its mandate (see graphic on the following page). To deliver on this mandate, the Committee undertook cross-functional engagement with the Audit, Risk and Compliance Committee and other Board committees, as relevant. The Committee was assisted by the Company Secretary, executives responsible for strategy and human resources, senior managers and technical experts.

Our operational steering committee (consisting of operational divisional general managers and heads of business units) meets on a quarterly basis and reviews activities/ engagements that influence policy and assesses their alignment to overall strategy. The regular meetings guarantee that there is consistent engagement with policy makers where necessary, and includes environmental areas such as waste, energy, recycling, water, and climate change. For example, the NBI supports Pick n Pay on climate change related matters and in turn, we ensure that engagement activities with associations such as the NBI are in line with our climate targets.

The SET Committee met three times in FY24 to review performance in the areas pertinent to its mandate (see graphic on the following page). To deliver on this mandate, the Committee undertook cross-functional engagement with the Audit, Risk and Compliance Committee and other Board committees, as relevant. The Committee was assisted by the Company Secretary, executives responsible for strategy and human resources, senior managers and technical experts. [...] Certain existing governance and management functions, such as our Sustainability Steering Committee and Head of ESG, will remain in place. We will supplement these functions by appointing Sustainability Champions in Pick n Pay, who will act as the engine room for the innovation and integration of profit-enabled impact projects while maintaining sustainability compliance. A new Operational Sustainability Co-ordinating Committee will support our Sustainability Champions by activating our Sustainable Impact Framework and ensuring effective co-ordination across our sustainability initiatives.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Our operational steering committee, which consists of operational divisional general managers and heads of business units, meets on a quarterly basis and reviews activities/engagements that influence policy and checks their alignment to overall strategy. The regular meetings guarantee that there is consistent engagement with policy makers where necessary, and includes environmental areas such as waste, energy, recycling, water, and climate change.