Remuneration report

The Remuneration Committee's meetings during FY25 and to the date of this report (together with the attendance of the committee members) are shown in the table below:

The CEO and CFO may be invited to attend segments of meetings of the Remuneration Committee, but neither may take part in any decisions regarding their own remuneration.

The Remuneration Committee employs the services of specialist consultants in the field of executive remuneration to provide advice. The independent service providers used to value LTIs are: ShareForce, BDO and Deloitte. Benchmarking services are provided by Deloitte and Willis Towers Watson. The Committee is satisfied that the consultants have provided independent and objective advice and, while giving due consideration to any advice received, has made its decisions independently in accordance with its charter.

The committee is assisted in its work by the Datatec Group Chief People Officer, Dina Knight, who attends committee meetings by invitation.

The committee reviews its performance annually by means of questionnaires completed by individual committee members, which are then discussed at committee and Board meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude whether it is meeting its objectives as described in its charter. In FY24, Heidrick & Struggles undertook a Board effectiveness review for the Datatec Board and committees which brought an external perspective to the committee's self-assessment.

Focus areas

The committee will continue to focus its oversight on fair and responsible pay and work to ensure the implementation of pay gap reporting in line with Companies Act specifications once promulgated.

Shareholder engagement

We appreciate the strong shareholder support for our remuneration policy and implementation at the 2024 AGM. In January 2025, our annual shareholder engagement helped inform our approach as summarised below.

At the AGM on 31 July 2025, shareholders will be asked to approve our remuneration policy and the implementation report.

We remain committed to ongoing dialogue and value your continued feedback and support.

DS Sita

Chair, Remuneration Committee

May 2025

Base salary

The purpose of the base salary is to provide a fixed income to individuals, which is subject to annual review by the Remuneration Committee. In addition to this, executive directors and senior executives are entitled to various employment benefits, such as defined contribution pension, medical insurance, and death and disability insurance. These benefits are determined by the level of base salary received by the executive.

To ensure that the base salary levels for executives are fair and competitive, the Company conducts benchmarking exercises using databases of pay levels in comparator companies, provided by third-party advisers. The comparator companies used are appropriate for the role being benchmarked. As an example, the role of a regional CEO in a subsidiary division is benchmarked against subsidiaries of international groups in that region, while divisional CEOs are benchmarked against international corporations.

During these benchmarking exercises, the median pay of the comparator group is used as a guide for determining the pay of the executive concerned. These exercises are typically conducted when executive roles change or new appointments are made and when internal corporate restructuring is undertaken. While routine annual benchmarking is not automatic, the Remuneration Committee conducts reviews when there are material changes in role, scope, or market conditions to ensure fairness and competitiveness without contributing to upward pay pressure.

Long-term incentive

Group plans – structural overview:

Reduce structural discount KPI (target 10%) – the committee reviewed the performance against the target set out in the FY24 remuneration report, being: initiatives to achieve value generation during FY25 to which the Remuneration Committee will apply a quantitative assessment when evaluating the level of achievement.

It was noted that, during the year, management undertook a number of initiatives aimed at value generation and widening awareness of Datatec and its investment case. These initiatives included: share repurchase programme, appointment of a new financial PR advisor to support external communication initiatives; and admission to the US OTC QX platform.

To assess the achievement quantitatively, the committee compared the TSR achieved in FY25 of 28.4% to a notional target of 20% and approved an achievement of 14.2% in relation to the weighting for this metric of 10% (28.4%achievement / 20.0% target x 10% weighting).

Reduce structural discount - target

10.0%

Achievement

14.2%

The total achievement of the personal KPI section was therefore 22.2% (target 20%)

Personal KPIs - total target

20.0%

Achievement

22.2%

FY25 bonus outcome

Datatec Group long-term incentives awarded during FY25

The annual grant of CSP awards was made on 18 June 2024 following approval by the Remuneration Committee. The awards will vest after three years subject to the Group meeting certain performance conditions set by the Remuneration Committee. One performance condition was applied to the FY25 award in line with the policy communicated in the FY24 remuneration report, namely:

Performance condition		Threshold – 50% vesting		Maximum – 100% vesting
The TSR growth will be calculated based on the Compound Annual Growth Rate (“CAGR”) according to the following formula: Where: V(t0) is the average TSR index for the 30 trading days up to and including 27 May 2024, the date of the FY24 results announcement V(t) is the average TSR index for 30 trading days up to and including the date of the FY27 results announcement; t0 is the start date, i.e. commencement of the performance period: 27 May 2024; t is the test date, i.e. end of the performance period: the date of the FY27 results announcement; and The difference between the dates is expressed in terms of years		TSR must exceed the Company's WACC over the three-year performance period. At 29 February 2024, the WACC was 11.1% per annum which is 37.1% compounded over the three-year performance period.		TSR must equal or exceed the Company's WACC +2% over the three-year performance period. This is 13.1% per annum which is 44.7% compounded over the three-year performance period.
Linear vesting applies between threshold and maximum levels.

Executive directors' CSP awards are as follows:

				Number of awards - movement in 2025				Fair value of awards
CSP		Grant date	29  February  2024	Granted	Vested	Lapsed	28  February  2025	On grant  US$'000	On  grant  as %  of  base pay	On  vesting  US$'000	28  February  2025  US$'000	29  February  2024  US$'000
JP Montanana		1-Jun-21	834 034	–	(834 034)	–	–	1 094	91	1 733	–	1 764
		1-Jul-22	713 605	–	–	–	713 605	1 261	105		1 884	1 006
		1-Jun-23	1 008 933	–	–	–	1 008 933	1 908	150		1 776	1 422
		18-Jun-24	–	976 415	–	–	976 415	1 965	150		1 718	–
			2 556 572	976 415	(834 034)	–	2 698 953				5 378	4 192
IP Dittrich		1-Jun-21	294 692	–	(294 692)	–	–	387	73	612	–	623
		1-Jul-22	252 142	–	–	–	252 142	446	84		666	355
		1-Jun-23	356 490	–	–	–	356 490	674	120		627	503
		18-Jun-24	–	344 999	–	–	344 999	694	120		607	–
			903 324	344 999	(294 692)	–	953 631				1 900	1 481

The fair value of the CSP awards granted during FY25 at date of grant (18 June 2024) was R36.99 (FY24: R36.36) per award being the 30-day volume-weighted average share price on the day the Group's FY24 results announcement. The fair value at 28 February 2025 is based on the 30-day volume-weighted average share price on 28 February 2025, R49.40 (FY24: R40.56) multiplied by an estimate of the performance conditions being achieved. The 2021 awards vested in full in June 2024.

For the 2022 awards, the fair value at 29 February 2025 assumes that the awards will vest in full as the performance condition targets are expected to be achieved. For the 2023 and 2024 awards, the fair value assumes 67% vesting of the awards, i.e. that the performance condition targets will only be 67% achieved. The actual value of any benefit received by the directors from these CSPs will be reported in future remuneration reports when the awards vest.

Deferred bonus warrants awarded during FY25 based on FY24 STI outcomes

Executive directors deferred part of their FY24 bonuses under the terms of the DBW. The deferred part of the FY24 bonus was used to purchase Datatec shares “bonus shares” which will be held in escrow until vesting. In accordance with the policy, an equal co-investment from the Company was applied to the deferred bonus amount in the form of a grant of SARs whose expected value based on an actuarial calculation is equal to the STI deferred. The number of SARs awarded was determined by the Remuneration Committee based on an estimate of the fair value of the SARs at the date of grant in relation to the market value of a Datatec share.

Bonus shares purchased and the SARs granted in terms of the DBW plan are subject to an employment condition and only vest with the participant if they remain in employment with the Company for approximately three years to the vesting date on 30 June 2027. In addition, there is a two-year, post-vesting holding period which applies to the bonus shares and any shares arising from exercise of the SARs within two years of vesting.

DBW		FY25 grant	Amount of bonus deferred		Bonus shares purchased	SARs granted	Fair value of awards on grant US$'000
		date	%	US$'000	US$'000	US$'000
JP Montanana		7-Jun-24	36.0 %	1006	1006	1006	2012
IP Dittrich		7-Jun-24	20.0 %	134	134	134	268
DBW		FY24 grant	Amount of bonus deferred		Bonus shares purchased	SARs granted	Fair value of awards on grant US$'000
		date	%	US$'000	US$'000	US$'000
JP Montanana		1-Jun-23	29.4 %	473	473	473	946
IP Dittrich		1-Jun-23	22.1 %	85	85	85	170

The number of shares to be purchased was calculated based on the Rand value of bonus deferred divided by R36.99 (FY24: R36.36) being the 30-day volume-weighted average share price on 27 May 2024, the date of the Group's FY24 results announcement. The bonus shares granted in terms of the DBW plan are subject to an employment condition and only vest with the participant if they remain in employment with the Company for approximately three years to the vesting date on 30 June 2027 during which time they are held in escrow accounts for each participant. These bonus shares are included in the directors' shareholdings shown in Note 30 to the financial statements.

Under the Rules of the DBW, dividends paid on the bonus shares during the vesting period must be taken as scrip distributions (if the Company provides a scrip alternative). The value of the scrip distribution received by the directors who are participants in the DBW during FY25 are as follows:

Dividends on DBW bonus shares		FY25 US$'000	FY24 US$'000
JP Montanana		128	63
IP Dittrich		21	12

SARs in respect of Datatec ordinary shares were granted in terms of the DBW plan on 7 June 2024 with a grant price of R36.99 (FY24: R36.36) per SAR being the 30-day volume-weighted average share price on 27 May 2024, the date of the Group's FY24 results announcement. The SARs granted to the directors were as follows:

					Number of awards - movement in 2025				Fair value of awards
DBW SARs		Grant date	Grant price ZAR	29 February 2024	Granted	Vested	Lapsed	28 February 2025	On grant US$'000	28 February 2025 US$'000	29 February 2024 US$'000
JP Montanana		15-Aug-22	27.75	1 411 860	–	–	–	1 411 860	624	1 633	943
		1-Jun-23	36.36	1 000 000	–	–	–	1 000 000	473	697	668
		7-Jun-24	36.99	–	1 500 000	–	–	1 500 000	1 006	996	–
				2 411 860	1 500 000	–	–	3 911 860	2 103	3 326	1 611
IP Dittrich		15-Aug-22	27.75	279 701	–	–	–	279 701	124	324	187
		1-Jun-23	36.36	180 212	–	–	–	180 212	85	126	120
		7-Jun-24	36.99	–	199 812	–	–	199 812	134	133	–
				459 913	199 812	–	–	659 725	343	583	307

Deferred bonus plan

The deferred bonus plan ("DBP") was discontinued in FY22 after executive directors deferred part of their FY21 bonuses under the terms of the DBP in June 2021.
In accordance with the policy, a co-investment equal to the amount of deferred bonus was provided by the Company and the total amount was applied to purchase Datatec shares in accordance with the policy. During FY25, the DBP awards from June 2021 vested at the end of the three-year employment period.

Single-figure remuneration of executive directors

During FY25, non-executive directors received the following fees:

			CEO			CFO
Component			FY25 US$’000	FY24 US$’000		FY25 US$’000	FY24 US$’000
LTI		CSP	1 884	1 764		666	623
		DBW SARs	1 633	—		324	—
Total LTI			3 517	1 764		990	623
STI		Cash	3 079	1 790		738	536
		Deferred	—	1 006		—	134
Total STI			3 079	2 796		738	670
Pension			214	214		87	84
Benefits			47	50		40	39
Base salary			1 310	1 272		579	562
Guarantee package			1 571	1 536		706	685
			8 167	6 096		2 434	1 978

LTI

CSP

The remuneration from the CSP shown for FY26 is the fair value of the award expected to vest because the performance conditions for the June 2022 CSP grant are expected to be met. Fair value is calculated using the 30-day vwap of Datatec shares as at 28 February in each year.

DBW

The value of the SARs granted by the Company in respect of FY25 and FY24 bonuses deferred by the directors is not included in the single-figure remuneration table. The intrinsic value of these SARs will be reported in the single-figure remuneration table for the financial year preceding their vesting. The intrinsic value of the SARs granted by the Company in respect of FY23 bonuses is included in the FY25 column above because these SARs will vest in FY26 (June 2025).

STI

The STI shown above is split between the element deferred into the DBW and the element paid in cash after publication of the Group results.

Non-executive executive directors' remuneration

During FY25, non-executive directors received the following fees:

Role		FY25 fee US$	FY24 fee US$
Chair of the Board (total fee inclusive of all committee and subsidiary Board work)		231 069	224 338
Non-executive director		72 998	70 872
Chair of the Audit, Risk and Compliance Committee		36 488	35 425
Member of the Audit, Risk and Compliance Committee		18 244	17 713
Chair of the Social and Ethics Committee		12 163	11 808
Member of the Social and Ethics Committee		6 081	5 904
Chair of the Remuneration Committee		18 244	17 713
Member of the Remuneration Committee		9 127	8 862
Member of the Nominations Committee		6 081	5 904
Chair of Datatec Technology and Education Foundation		13 757	13 356

These fees were approved by shareholders at the AGM on 31 July 2024. An increase of 3% is proposed for FY26 (the year ending 28 February 2026) and the proposed fees for FY26 will be submitted to the 2025 AGM for shareholder approval.

Non-executive directors are reimbursed for travel costs necessary for attending Board meetings and do not receive any employment benefits.

Benchmarking of non-executive directors' remuneration

During FY25, the remuneration committee commissioned Deloitte LLP to undertake an independent benchmarking exercise of non-executive directors' fees, using an international comparator group of technology sector companies. The review noted that the base fee for non-executive directors was positioned slightly below the median of this group. As committee fees were less common within the international comparative group, UK and South African comparators across all sectors were also used to provide broader reference points.

It was concluded that the committee fees were broadly aligned with median levels, except for Audit, Risk and Compliance Committee (ARCC) fees, which were above the median for audit committees in the comparator companies. The committee considered the higher ARCC fees to be appropriate given the level of responsibility involved, particularly due to the inclusion of risk within the ARCC's remit.

Summary of directors' remuneration

The remuneration of directors serving on the Board in FY25 and FY24 is shown in the following tables:

		2025
		Guaranteed package
		Basic salary US$’000	Pension US$’000	Other benefits* US$’000	Fees US$’000	STI US$’000	LTI US$’000	Total US$’000
Executive directors
JP Montanana		1 310	214	47	—	3 079	3 517	8 167
IP Dittrich		579	87	40	—	738	990	2 434
Total executive directors		1 889	301	87	—	3 817	4 507	10 601
Non-executive directors
SJ Davidson (retired 31 July 2024)		—	—	—	42	—	—	42
S Everaet		—	—	—	87	—	—	87
CR Jones (appointed 3 June 2024)		—	—	—	68	—	—	68
M Makanjee		—	—	—	245	—	—	245
CRK Medlock (retired 31 July 2024)		—	—	—	38	—	—	38
MJN Njeke		—	—	—	122	—	—	122
LC Rapparini **		—	—	—	188	—	—	188
DS Sita		—	—	—	116	—	—	116
Total non-executive directors		—	—	—	906	—	—	906
Total directors’ emoluments		1 889	301	87	906	3 817	4 507	11 507

		2024
		Guaranteed package
		Basic salary US$’000	Pension US$’000	Other benefits* US$’000	Fees US$’000	STI US$’000	LTI US$’000	Total US$’000
Executive directors
JP Montanana		1 272	214	50	—	2 796	1 764	6 096
IP Dittrich		562	84	39	—	670	623	1 978
Total executive directors		1 834	298	89	—	3 466	2 387	8 074
Non-executive directors
SJ Davidson		—	—	—	101	—	—	101
S Everaet		—	—	—	30	—	—	30
M Makanjee		—	—	—	238	—	—	238
JF McCartney (retired 27 July 2023)		—	—	—	32	—	—	32
CRK Medlock		—	—	—	89	—	—	89
MJN Njeke		—	—	—	121	—	—	121
LC Rapparini **		—	—	—	194	—	—	194
DS Sita		—	—	—	103	—	—	103
Total non-executive directors		—	—	—	908	—	—	908
Total directors’ emoluments		1 834	298	89	908	3 466	2 387	8 982

*	Other benefits include private medical insurance, permanent health insurance, life assurance and fuel for private vehicle.
**	Fees paid to LC Rapparini include: Datatec NED fees US$ 82 000 (FY24: $ 80 000) paid by the Company plus Logicalis LATAM ARCC Chair and Board committee fees US$ 106,000 (FY24: US$ 114 000) paid by Logicalis LATAM.

Note: the non-executive directors' fees shown above exclude VAT.

3.2 – FY26 Remuneration

Basic pay adjustments

For FY26, the Remuneration Committee has approved an increase of 3% in the basic pay for the executive directors, noting that this increase is in line with the minimum awarded to Datatec head office staff. The increase is also in line with the US Consumer Prices Index (“CPI”) rate of inflation during FY25, which was 2.80%.

Non-executive directors’ fees

For FY26, an increase of 3% in non-executive directors’ fees and Board committee fees is proposed for shareholder approval at the AGM.

Short-term incentives

FY26 metrics:

The committee has adjusted the STI performance metrics following consultation with shareholders (see part 1 of this report).

Corporate financial goals: the same metrics as in prior years have been deployed in FY26, namely underlying earnings per share, Adjusted EBITDA and separate cash management/working capital targets metrics for each of Westcon International, Logicalis International and Logicalis Latin America reflecting the working capital metrics included in the STI of management of the three divisions. For FY26 these corporate financial goals constitute.

Personal goals (KPIs)for the executive directors for FY26 are as follows:

ESG – predominantly E – environmental to be assessed by achievement against the Responsible Business development timeline planned achievements for FY26:

1. Datatec net-zero tracking: Report year-on-year improvements or carbon reduction figures in the annual and integrated report as required by Science-Based Targets Initiative (“SBTi”).
2. Publish the first Datatec standalone Responsible Business report during FY26 (on FY25 performance)

Reduce structural discount – value generation during FY26 will be assessed by a quantitative mechanism correlating total shareholder return in the period with underlying earnings per share growth.

FY26 STI structure

1) Underlying earnings per share			US cents	Bonus		Weighting
Lower guard-rail		(12)%		40%
On target		Budget		100%		35%
Upper guard-rail		12%		160%
2) Adjusted EBITDA			US$ million	Bonus		Weighting
Lower guard-rail		(14)%		40%
On target		Budget		100%		25%
Upper guard-rail		14%		160%
3a) Westcon- average of four quarters'– net working capital days			Days	Bonus		Weighting
Lower guard-rail		10%		40%
On target		Target		100%		5%
Upper guard-rail		(10)%		160%
3b) Logicalis International working capital – operating cash conversion			US$ million	Bonus		Weighting
Lower guard-rail		(20)%		40%
On target		Target		100%		5%
Upper guard-rail		20%		160%
3c) Logicalis LATAM working capital – operating cash conversion			US$ million	Bonus		Weighting
Lower guard-rail		(20)%		40%
On target		Target		100%		5%
Upper guard-rail		20%		160%
4) Personal KPIs – CEO and CFO
ESG – predominantly E – environmental – 5%						25%
Reduce structural discount – 20%
Total on-target bonus						100%

The FY26 targets for underlying EPS, Adjusted EBITDA and working capital metrics based on budget are not shown as this is commercially sensitive information but will be fully disclosed next year in the Implementation section of the FY25 remuneration report.

Long-term incentives

CSP planned award for FY26 - performance condition

The committee intends to apply a single performance condition to the June 2025 (FY26) CSP grant, being the absolute TSR performance condition (the same performance condition as FY25) using the Group’s WACC as the threshold:

Condition		Conditional Share Plan
Performance period		From the FY25 results announcement day being 27 May 2025 until the day of the FY28 results announcement approximately three years later.
Threshold (50% vesting)		11.1% CAGR – the Group’s WACC
Maximum (100% vesting)		13.1% CAGR – the WACC plus 2%

Linear vesting applies between threshold and target levels. Potential outcomes for LTI in relation to base salary are illustrated in the scenario analysis below.

The committee considers a single performance condition to be appropriate given the Group’s strategic review which prioritises value creation/realisation as the overriding objective.

Deferred bonus warrants to be awarded during FY26 based on the FY25 STI outcomes

Executive directors have deferred part of their FY25 bonuses under the terms of the DBW. In accordance with the policy, an equal co-investment from the Company will be applied to the deferred bonus amount in the form of a grant of SARs whose expected value based on an actuarial calculation is equal to the STI deferred.

		Amount of bonus deferred			Bonus shares purchased US$’000	SARs granted US$’000	Fair value of awards on grant date US$’000
DBW		FY25 grant date (expected)	%	US$’000
JP Montanana		1-Jun-25	21.1 %	662 589	662 589	662 589	1 325 178
IP Dittrich		1-Jun-25	20.0 %	147 663	147 663	147 663	295 326

The table above shows the monetary amount of the FY25 STI deferral to be used to purchase Datatec shares and Company co-investment in a grant of SARs made in June 2025. The fair value of the awards on grant includes both the shares purchased by directors with part of their FY25 bonus and the Company co-investment in the form of a grant of SARs.

Scenario analysis for FY26 remuneration

The following tables presents projected remuneration outcomes under four scenarios: minimum, threshold, on-target and maximum remuneration the executive directors can earn under the remuneration policy in the next financial year, FY26, compared to FY25.

Dilution attributable to Datatec Group share incentive plans

Datatec currently settles shares-based awards using shares purchased in the market and has no intention to issue new shares.

If new shares were to be issued to settle expected vesting of outstanding CSP awards, the dilution would be 2.50% (FY24: 2.38%). The DBW does not give rise to any dilution effect because forfeitable shares are granted to participants at the start of the holding period, using shares purchased in the market and the SARs co-investment, when ultimately exercised, will also use shares purchased in the market at the time.

Divisional share plans are entirely cash-settled and do not use Datatec shares, hence creating no dilution effect.

Shareholding guidelines

At the date of this report both executive directors are compliant with the shareholding guidelines set out in the policy section of this report.