Astral Foods Ltd

On 10 August 2022, the Board established an ESG Committee as part of the Group's governance structure. The ESG Committee's purpose is to support Astral's ongoing commitment to sustainability, with specific emphasis on environmental stewardship, corporate governance and accountable social engagement. The members of the ESG Committee are Mrs AD Cupido (Chairman), Mrs TM Shabangu and myself. Mr Gary Arnold, Group COO, was appointed to this committee on 16 November 2022. [...] Astral has formed an ESG Committee who will support our ongoing commitment to sustainability, with specific emphasis on environmental stewardship, corporate governance and accountable social engagement. We continue to enhance our ESG disclosure and have provided an ESG Summary Report that is available on our website.

On 10 August 2022, the Board established an ESG Committee as part of the Group's governance structure. The ESG Committee's purpose is to support Astral's ongoing commitment to sustainability, with specific emphasis on environmental stewardship, corporate governance and accountable social engagement. The members of the ESG Committee are Mrs AD Cupido (Chairman), Mrs TM Shabangu and myself. Mr Gary Arnold, Group COO, was appointed to this committee on 16 November 2022. [...] Astral has formed an ESG Committee who will support our ongoing commitment to sustainability, with specific emphasis on environmental stewardship, corporate governance and accountable social engagement. We continue to enhance our ESG disclosure and have provided an ESG Summary Report that is available on our website.

The committee reviews and confirms the following additional responsibilities required by King IV™ and the JSE Listings Requirements: [...] the Integrated Report. Divisional Audit Committee meetings are scheduled twice a year at every business unit. These meetings are chaired by the CFO, attended by the CEO, internal audit, external audit, the Managing Director and Divisional Finance Executive, and the business unit COO and Finance Executive. **_Risk management_** Astral is committed to the following risk management action plan: [...] insuring against catastrophic incidents and other losses beyond our self insurance capacity; and [...] Astral applies an enterprise-wide risk management approach, involving all levels of management, with assistance from outside consultants for assessing insurable risks. The senior management at each operation is responsible for the development and implementation of a sound risk control programme based on the Group's risk control standards. The integrity of the risk control programme is regularly independently monitored by appointed risk analysts. Members of the Audit and Risk Management Committee are: Member **Independent** **non-executive** Period DJ Fouché (Chairman) Yes November 2015 to date TM Shabangu Yes November 2014 to date S Mayet Yes August 2019 to date **_Internal audit_** Astral has established an independent, objective and effective Internal Audit Department governed by a charter approved by the Board. The internal audit function reports to the CEO and has unfettered access to the Chairman of the Board and the Chairman of the Audit and Risk Management Committee. The role of internal audit is to review compliance with internal controls, systems and procedures. The Board is satisfied that the internal controls are adequate to safeguard the assets, prevent and detect errors and fraud, ensure the accuracy and completeness of accounting records and the preparation of reliable financial statements.

The ESG and Social and Ethics Committees continue to work together to ensure a collaborative approach in presenting the ESG Sustainability Report to the Board for approval. [...] The ESG Committee developed its terms of reference in cooperation with the Social and Ethics Committee, the Remco and the Audit and Risk Committee. [...] An ESG 'Responsible/Accountable/Communicate/Input' matrix assigns tasks and responsibilities to avoid duplication across the Board's committees. Please see the Astral matrix on page 92 of this report. [...] The ESG Committee's annually approved workplan facilitates the committee's activities for each financial year. [...] The committee is responsible for reviewing the effectiveness of systems for internal control, financial reporting and financial risk management and considering the major findings of any internal investigations into control weaknesses, fraud or misconduct and management's response thereto. We have considered and relied on the work of the Social and Ethics and ESG Committees on the non-financial related risk areas. Refer to pages 79 to 82 for the Social and Ethics Committee Report as well as pages 66 to 68 for the ESG Committee Report. [...] The committee is of the view that the framework in place for combined assurance is adequate and is achieving the objectives of an integrated approach across the disciplines of risk management and compliance of audit. [...] The committee receives and deals with any concerns or complaints, whether from within or outside the Group, relating to fraud, accounting practices, internal financial controls, and auditing of the Group's financial records/statements and related matters. Further details are provided in the Human Resources, Remuneration and Nominations Committee Report, Section 1, sub-section 8.