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Strategic remuneration

Linking pay to our strategy

Datatec has a comprehensive Strategic Review underway to consider options and initiatives to unlock and maximise shareholder value. The Strategic Review aims to address the persistent gap between Datatec’s valuation and the inherent value of its underlying assets, while also ensuring that the Group is positioned to take full advantage of the positive market dynamics for its technology solutions and services.

In parallel, the strategy of pursuing a combination of corporate and business actions aimed at enhancing the competitiveness and profitability of our subsidiaries and operating divisions in order to enhance value remains in place.

Our remuneration policy is aligned our strategic imperatives to drive shareholder value creation.

Aligning remuneration to our strategic objectives
Strategic objective	Short-term incentive	Long-term incentive
Value generation	Personal KPIs for the executive directors’ short-term incentive (“STI”): Reduce structural discount	The performance condition for the whole of the conditional share plan (“CSP”) vesting is absolute TSR.
		Furthermore, executive share ownership requirements and the additional two-year holding period post vesting for deferred bonus warrant (“DBW”) ensure shareholder alignment over the long term.
		FY24 and FY25 – DBW co-investment in the form of share appreciation rights (“SARs”) only benefits participant if share price increases.
Underlying earnings per share (“uEPS”)	Target for 35% of STI is budget uEPS	–
EBITDA	Target for 30% of STI is budget Group adjusted EBITDA	–
Other quantitative measures addressing current short-term priorities	Metrics addressing Westcon International, Logicalis International and Logicalis Latin America (“LATAM”) working capital.	–

The context in which the Remuneration Committee (“the committee”) has set STI and long-term incentive (“LTI”) targets for FY26 flows from the strategic imperatives of the Group.

The committee believes the use of absolute TSR as a performance condition for CSP vesting will align remuneration with value creation for shareholders, and hence, decided to use this metric as the sole performance condition for CSP grants.

Motivating the drive to improve profitability remains of high importance. Therefore, the uEPS and EBITDA growth targets are key in the STI. The committee has noted that the key metric used by investors for valuing businesses in our sector is EBITDA, and hence, this metric links directly to the strategic goals.

The Remuneration Committee is satisfied that the remuneration policy has achieved its objectives in FY25, and proposes no material changes to the policy for FY26.
The committee believes the policy and implementation set out in the FY25 annual report achieve an equitable alignment of shareholder and management interests.

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