Fair and responsible remuneration

FY25 performance and remuneration outcomes

The Group delivered excellent operational and financial performance in FY25, with Westcon International and Logicalis International both recording strong results. Logicalis Latin America has undergone a restructuring to address changing market conditions and is starting to see improvements.

The main remuneration outcomes in FY25 are as follows, set out in detail in the remuneration report in the 2025 annual report:

• Executives received a 3% increase in basic pay for FY25;
• Likewise, non-executive directors’ fees were increased by 3% and, during the year, a benchmarking exercise was undertaken to provide assurance that the fee levels are appropriate;
• Short-term incentives earned for FY25 were higher compared to FY24, primarily as a result of improved performance on the corporate goals;
• The conditional share plan awards granted in July 2022, with a performance period that ended 28 February 2025, vested at 100%, because total shareholder return and underlying earnings per share growth target performance conditions were achieved;
• Overall long-term incentives for the Datatec executives in FY25 was comparable to the previous year.

These outcomes reflect the continuing improvement in the Group’s performance

Shareholder engagement

The Remuneration Committee maintains a programme of shareholder consultation to ensure shareholders’ views on remuneration are considered in the Group’s remuneration policy and implementation practices.

In-person consultations were held with investment managers in January 2025 with Maya Makanjee, Chair of the Board and Deepa Sita, Chair of the Remuneration Committee.

The FY24 remuneration policy was put before shareholders for an advisory vote at the AGM on 31 July 2024 and received support from 95.7% of shares voted (2023: 93.7%).

The FY24 remuneration implementation report was put before shareholders for an advisory vote at the AGM on 31 July 2024 and received support from 96.0% of shares voted (2023: 84.7%).

Other topics of discussion with shareholders during the consultation process included short and long-term incentives, pay gap reporting, benchmarking of non-executive directors’ fees, the implementation of the South African Companies Act amendments and their potential impact on remuneration committees and reporting of remuneration.

Shareholders and the committee both value the consultation process which has been actioned for a number of years now and will continue with further engagement in the next financial year.

Fair and responsible pay

The Group remains committed to transparent gender pay reporting as part of its broader focus on fairness, inclusion, and accountability. We will continue to prepare for forthcoming legislative changes and ensure that disclosures are clear comprehensive, and aligned with shareholder expectations. Remuneration is structured around three core components: including, base salary and benefits, short-term and long-term incentives. Each is designed to align with Datatec’s strategic objectives.

Focus areas

The Remuneration 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.

Refer to the remuneration report in the Datatec 2025 annual report for more information.

Remuneration policy

The objectives of the remuneration policy are to:

To achieve these objectives, Datatec applies this remuneration policy to align its executives and managers with the Group’s strategic goals and reward them in a manner that reflects market dynamics and the operational context. The Group actively manages its principal divisions, Westcon International, Logicalis International and Logicalis Latin America and applies the remuneration policy throughout the Group.

Refer to the remuneration report in the Datatec 2025 annual report for more information.

Key principles of the remuneration policy are to:

Elements of remuneration

FY26 metrics

Short-term incentives

The Remuneration Committee has adjusted the STI performance metrics following consultation with shareholders.

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, integrated and responsible business reports as required by 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 uEPS, 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 in the Datatec 2026 annual 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 weighted average cost of capital (“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% Compound Annual Growth Rate (“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 in the 2025 annual report.

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.

FY25 remuneration

FY25 STI outcome

The FY25 STI bonus structure comprised corporate and individual KPIs. The outcome is set out in the tables below.

The Remuneration Committee assessed achievement against the personal KPI goals as follows:

ESG – predominantly E - environment KPI (target 10%) – the committee reviewed the performance against the targets set out in the FY24 remuneration report, using feedback provided by the responsible business team as follows:

Target per FY24 remuneration report		Achievement
Datatec net-zero tracking: Report year-on-year improvements or carbon reduction figures in the annual and integrated report, as required by SBTi.	2.0%	Data collection was complete and the expectation at the time the committee evaluated this metric was that the Group’s scope 1 and 2 carbon emissions have reduced approximately 12% in FY25, therefore, this component was assessed as achieved.	2.0%
UN Global Compact communication on progress: Publish the annual communication on progress report (CoP), demonstrating Datatec's commitment to sustainability in labour, human rights, the environment and anti-corruption.	2.0%	The annual communication on progress report was published on 26 July 2024, therefore, this component was assessed as achieved.	2.0%
EcoVadis:Improve the Datatec sustainability rating on EcoVadis, which evaluates the Group's environmental, social and ethical practices.	2.0%	The 2024 EcoVadis score declined to 37 from 38 in the prior year. An explanation provided to the committee showed mitigating circumstances but it was decided to assess this component as not achieved.	0.0%
TCFD-aligned report: Perform a quantitative analysis of the financial impacts of climate-related risks and opportunities on Datatec. The financial analysis will be a central pillar of future TCFD-aligned disclosures, enabling stakeholders to better assess Datatec's climate-related resilience.	2.0%	A project had been undertaken with ERM (external consultants) to perform quantitative analysis of principal physical climate risks for disclosure in the FY25 TCFD report. The final results had been reported on 16 May and, therefore, this component assessed as achieved.	2.0%
CSRD readiness: Analyse and plan for the upcoming mandatory CSRD reporting requirements. This proactive approach will ensure Datatec is fully prepared to submit its first CSRD report in 2026, as mandated by the European Union.	2.0%	Eligible Logicalis International and Westcon International entities’ deadline was delayed by two years by the EU; we are now due to report for the first time in FY29 on FY28 data. Both Logicalis International and Westcon International undertook double materiality assessments in FY25 according to CSRD criteria, in preparation for the previous deadline and therefore this component was assessed as achieved.	2.0%
ESG - total target	10.0%	Achievement	8.0%

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 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 adviser to support external communication initiatives; and admission to the US OTCQX platform.

To assess the achievement quantitatively, the Remuneration 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%

1) Underlying earnings per share			US cents	Bonus	Weighting	Outcome
Lower guard-rail		-12%	23.0	40%
On target		Budget	26.1	100%	35.0%	56.0%
Upper guard-rail		14%	29.2	160%
Actual			30.5	160%
2) Adjusted EBITDA			US$ million	Bonus	Weighting	Outcome
Lower guard-rail		-14%	200	40%
On target		Budget	232	100%	30.0%	37.8%
Actual			246	125%
Upper guard-rail		14%	265	160%
3a) Westcon International working capital - net working capital days			Days	Bonus	Weighting	Outcome
Lower guard-rail		10%	16	40%
On target		Target	14	100%	5.0%	8.0%
Upper guard-rail		-10%	13	160%
Actual			4	160%
3b) Logicalis International working capital - operating cash conversion			US$ million	Bonus	Weighting	Outcome
Lower guard-rail		-20%	51.3	40%
Actual			52.5	46%	5.0%	2.3%
On target		Target	64.1	100%
Upper guard-rail		20%	76.9	160%
3c) Logicalis LATAM working capital - operating cash conversion			US$ million	Bonus	Weighting	Outcome
Lower guard-rail		-20%	(0.8)	40%
On target		Target	(0.7)	100%	5.0%	8.0%
Upper guard-rail		20%	(0.6)	160%
Actual			11.9	160%
4) Personal KPIs - CEO and CFO					Weighting	Outcome
ESG				10%	20%	22%
Reduce structural discount				10%
Total on-target bonus					100%	134.3%

The achievement of the targets set out above translated into the following bonus payment for FY25. The executive directors are required to defer a mandatory minimum of 20% of their FY25 bonus into the DBW (the final STI disclosed below includes the mandatory deferral percentage).

Refer to the remuneration report in the Datatec 2025 annual report for more information.

Executive director		Base salary (A)	On-target bonus rate (B)	Weighted corporate score (target 80%) (C)	Weighted personal score (target 20%) (D)	Final STI (A x B x (C + D))
Jens Montanana		1 310 160	175%	112.1%	22.2%	3 079 369
Ivan Dittrich		578 654	95%	112.1%	22.2%	738 313

The targets and outcomes of the annual bonuses of the executive directors for FY25, shown as a percentage of base salary and split by the bonus elements, are illustrated below.

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.

Refer to the remuneration report in the Datatec 2025 annual report for information on long-term incentives and non-executive directors’ fees.

Single-figure remuneration of executive directors

During FY25, 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.

Refer to the remuneration report in the Datatec 2025 annual report for more information.