2025
INTEGRATED ANNUAL REPORTfor the year ended 30 September 2025

REMUNERATION AND PERFORMANCE

SECTION 1: BACKGROUND STATEMENT

STATEMENT FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEE

Dear stakeholder

On behalf of the remuneration committee (the committee), I am pleased to present the 2025 remuneration report which, in compliance with best practice reporting as recommended by the King IV Report on Corporate Governance for South Africa (King IV Code for Corporate Governance), highlights the key components of our remuneration policy, its alignment to the business strategy and priorities and the implementation of the policy for the year ending 30 September 2025 (FY25).

During the period under review, the group maintained strong performance momentum, further building on the foundation established in FY24 as the federated operating model was bedded down and the business turnaround strategy started to yield results. This was achieved through a relentless focus on the consumer, execution excellence and unlocking operational efficiencies, fuelled by Tiger Brands' talented people, values and winning behaviours. The Tiger Brands executive leadership team's focus on driving business performance, growth, innovation and executing at speed despite a volatile market have started to pay off. The strategic priorities that focused the organisation were:

These priorities are supported by the following key enablers:

OUR REMUNERATION OUTCOMES

In the 2025 financial year, Tiger Brands continued its turnaround that started in FY24 and exhibited resilient performance in a constrained consumer environment, achieving 2.7% revenue growth to R34.4 billion, with 3.5% volume growth in a 0.8% price deflation environment. Core operating profit expanded through disciplined cost management and efficiency gains. Strategic priorities centred on embedding the federated operating model implemented in FY24 to accelerate decision-making and consumer-centric innovation, coupled with portfolio reshaping via disposals of non-core assets, which unlocked capital for reinvestment and bolstered net debt reduction. Business units are supported by enabling functions who are responsible for shaping group-wide standards, processes and guardrails that enable execution of the business strategy and growth agenda. The shared services centres execute finance and people transactional activities, leveraging technology and digital solutions to realise economies of scale.

The company did exceed the target group EBIT target, and as such, made a provision for payment to be made in terms of the short-term incentive (STI) scheme.

As acknowledgment of the exceptional effort by leaders and key talent to produce a remarkable turnaround in the operational performance of Tiger Brands, and in particular the successful implementation of strategies that resulted in portfolio optimisation, sustained growth and significant shareholder value creation, the remuneration committee made the decision to award a discretionary bonus amount of R17.4 million to be distributed to key talent and exceptional performers. Discretionary awards to the CEO and CFO are detailed here.

The performance value shares (PVS) awarded in December 2022 will vest on 19 December 2025. For these awards, the HEPS performance was below threshold, resulting in a 0% vesting rate of this portion (50% of award). The achievement against the ROIC component exceeded target, resulting in a 130.11% vesting rate of this portion (50% of award). As a result, the overall vesting of the December 2022 award is at 65.05%.

The conditional share award made to the CEO upon commencement of his contract will vest on 31 December 2025 at 110.8%. This outcome is relevant to the performance period 1 October 2023 to 30 September 2025. A one-year disposal restriction period will apply, where settled shares will be retained by the company's escrow agent until the release date of 31 December 2026.

POLICY ENHANCEMENTS

During the period under review, further enhancements were made to the remuneration strategy to improve alignment of business-critical key performance indicators (KPIs) to measure and reward performance against execution of the business strategy. As such, the remuneration committee approved the implementation of a revised short-term incentive (STI) scorecard that motivates the achievement of key performance indicators. The relative weighting of 80% for the financial component of the STI scorecard was maintained into 2025, with clearer definitions and refined metrics in the enabler components, for example a more holistic metric for environmental sustainability was approved. The committee believes an improved balance was struck between financial, strategic and sustainability measures.

In the 2024 remuneration report, we announced the implementation of a deferred bonus share plan, where senior management may elect to defer a portion of their earned STI into deferred bonus shares, which are matched by the company on a "one-for-one" basis. Participants demonstrated increased confidence in the company's expected longer-term performance, with almost half of participants electing to defer a portion of their earned STI under the conditions of the plan.

Performance-linked short-term incentive payments include all employees, except where wage agreements determine otherwise, as announced in the previous report, were executed in December 2024. This demonstrates Tiger Brands' commitment to a pay-for-performance remuneration philosophy that is fair, inclusive and which positively impacts employee earnings and also employee engagement.

Our environmental, social and governance (ESG) strategy continues to be executed across our operations, and associated targets to drive and measure the ESG performance have been established. To this end, the remuneration committee approved an amendment to the environmental sustainability key performance indicator. The new, more holistic and sustainable KPI measures reduction in water and electricity intensities (previously – reduction in carbon emissions). This reflects a broader commitment to resource efficiency, addressing the critical sustainability challenges of water scarcity and energy conservation. It also represents a more comprehensive, operational and scalable framework tailored to the resource-heavy nature of food production (see here: FY26 group and business unit performance factors, and here: Executive Directors, Performance Scorecard FY25).

The committee considered the company's position with regard to fair and responsible pay and resolved to review the remuneration policy from this perspective. The policy has been updated to reflect clarity in respect of the company's position regarding fair and responsible pay, including a position on paying a living wage.

The committee noted and considered the amendments to the Companies Act, announced by the president in July 2024. Once the remainder of the amendments come into effect, the company will report in accordance with the Act's provisions.

SHAREHOLDER VOTING OUTCOMES

The remuneration committee maintains strong relationships with shareholders and strives towards high standards of disclosure of our remuneration approach to ensure that there is a clear understanding of our remuneration policy and the practices that have been adopted.

The non-binding advisory votes by shareholders for the past four years are summarised as follows:

Voting history

% vote in favour   February
2025
  February
2024
February
2023
February
2022
Remuneration policy (%)   99.72   96.64 73.70 91.55
Remuneration implementation (%)   99.43   97.33 53.81 96.94

The remuneration policy and the implementation report achieved the requisite threshold of 75% non-binding advisory approval. In addition, the special resolution relating to non-resident non-executive director fees achieved the requisite voting outcome at 88.18% – the result of targeted engagement with shareholders based on objective benchmarking data and market practice that demonstrated Tiger Brands' prudence in this regard. The company is committed to continuous and robust shareholder engagement. To this end, key shareholders were engaged in response to voting outcomes. The outcomes of these engagements are addressed in the following section.

SHAREHOLDER ENGAGEMENT

The remuneration committee chairman, the chairman of the board, the lead independent non-executive director and investor relations conducted a series of engagements with key shareholders, and the feedback is summarised below:

The remuneration committee is committed to shareholder engagement and to take the following steps, if 25% or more of total votes exercised by shareholders at the AGM are against the remuneration policy or implementation report:

KEY FOCUS AREAS, OBJECTIVES AND ACTIONS FOR FY25

In FY25, the committee executed its duties in line with the approved annual work plan, which included the following activities:

KEY FUTURE FOCUS AREAS OF THE COMMITTEE FOR FY26

The focus areas are deliberately designed to ensure the committee remains abreast of the latest remuneration market trends and best practice, business needs, as well as our responsibilities to Tiger Brands' people, shareholders and communities to ensure that our remuneration practices enable and support the delivery of the business strategy.

Key focus areas in FY26 will include:

EXTERNAL ADVICE PROVIDED TO THE COMMITTEE IN FY25

We enlist the services of PwC South Africa for purposes of independent benchmarking, incentive scheme market practice, remuneration trends and survey data. As internal auditors, KPMG are engaged for the purposes of auditing of STI payments. As external auditors, Deloitte review and confirm incentive provisions and long-term incentive vesting calculations. The committee is satisfied that PwC, KPMG and Deloitte are independent and remain objective in providing the services.

VOTING AT AGM

As required by the King IV Code on Corporate Governance, the remuneration policy and implementation report that follow, will be tabled for separate non-binding advisory votes by shareholders at the upcoming AGM in February 2026. As required by the Companies Act, non-executive directors' fees for the coming year will be put to shareholders by way of a special resolution. We are committed to engaging with shareholders as required to discuss issues of concern and therefore, encourage shareholders to provide feedback.

ACHIEVEMENT OF POLICY OBJECTIVES

On behalf of the committee, I am satisfied that the remuneration policy is appropriate, and I am confident that our remuneration policy has achieved the desired outcomes for FY25 and is aligned with the company's strategic goals and shareholder interests. The remuneration disclosures presented in this report have been made in compliance with the remuneration policy as approved by shareholders. No known deviations from the remuneration policy have been made in the FY25 financial year.

Lucia Swartz

Chairman – remuneration committee

SECTION 2: OVERVIEW OF REMUNERATION POLICY

REMUNERATION GOVERNANCE

The membership of the Tiger Brands remuneration committee consists of a minimum of three non-executive directors, the majority of whom are independent. The CEO is a permanent invitee to all meetings and other executives attend the meetings by invitation when required.

The CEO and nominated invitees are not present when matters relating to their own remuneration are discussed. The group company secretary is the secretary of the committee.

The committee meets four times a year and, where necessary, additional meetings may be held.

The role of the committee is to provide independent and objective assistance to the board in ensuring that Tiger Brands remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive performance outcomes in the short, medium and long term.

As documented in the remuneration committee terms of reference the duties and responsibilities of the committee are:

The terms of reference are reviewed annually.

FAIR AND RESPONSIBLE REMUNERATION

Tiger Brands is committed to a total reward offering built on a strong foundation of fair and responsible pay that is linked to our remuneration philosophy of pay for performance. Salaries are benchmarked once a year against the REMchannel® salary survey to ensure that remuneration decisions are fair and in line with market practice. We also follow a job grading methodology that is consistent and provides a fair and accurate job grade, which allows for proper salary benchmarking.

Our pay progression model strives to fairly reward employees based on performance and market positioning. It enables us to actively manage outlier compensation in a fair and responsible manner and to ensure that differentials that exist are justifiable.

Unjustifiable pay differentials are addressed during the annual reward review process, where we assess and adjust the salaries of unjustifiably underpaid employees, in line with the prevailing mandate. This salary adjustment is generally capped at a predetermined percentage to limit exorbitant increases. Specific focus is given to African, coloured and female employees, as well as employees in roles that are classified as scarce and critical skills.

In addition, we follow a systematic approach in day-to-day decision-making by ensuring individual pay and pay scales are matched to similar roles in the market, and guidelines direct decision-makers to ensure that new appointments, promotions and other pay review opportunities are executed in accordance with our set standards and parameters. At every compensation review opportunity, we consider, report and interrogate pay differentials, seen through various lenses, including gender and race. At every compensation decision point, we ensure that these differentials, where they are unjustified, are addressed with a view to continuously narrow such gaps. After each company-wide pay review, these outcomes and trends are reported to the board for approval before implementation. To maintain the focus on fair and responsible pay, Tiger Brands will perform regular analyses of compensation differentials and close gaps accordingly.

In addition to adherence to minimum wage legislation, the company strives to pay a living wage to enable a dignified standard of living for all employees. To this end, the company will apply a consistent and standardised benchmarking methodology and analysis to assess differentials to an accepted living wage benchmark, monitor progress and inform internal planning. The company will develop targeted plans to address identified gaps, balancing a commitment to paying a living wage with the company's cost efficiency objectives.

TIGER BRANDS' REMUNERATION STRATEGY

The company's remuneration strategy is aligned to the Tiger Brands' people strategy, which is geared to enable the execution of the business strategy and accelerate business performance.

Our remuneration principles have been designed to support the execution of the people strategy and are premised on our belief that great people and superior brands are at the core of our success. Our reward framework is holistic, encompassing the financial elements of reward, as well as non-financial aspects such as recognition, development and career growth, employee value proposition, the work environment, culture and meaningful work.

REWARD FRAMEWORK

The following are the key objectives of our remuneration policy:

We have summarised below the various remuneration elements (guaranteed package, short-term incentive and long-term incentive) that Tiger Brands offers at different levels of employment:

Compensation mix

GUARANTEED PACKAGE (EXCLUDING BARGAINING UNIT EMPLOYEES)

Description

Guaranteed package (GP) offered to people on a total remuneration package basis (TRP) comprises base pay, allowances, retirement and medical benefits. It is reviewed annually based on personal performance against annually agreed KPIs in individual performance agreements (IPA), business performance, affordability, behaviours aligned with company values and market competitiveness (national and sector benchmarks).

Benchmarks

Benchmarking for executive directors is based on a comparator group of companies. The comparator group is determined using the closeness metric formula, which measures how similar a candidate company is to Tiger Brands and is based on:

Companies included in the comparator group comprise:

Category   Survey type Comparator group
Executive directors   Bespoke survey Public data of South African companies listed on the JSE, based on the closeness metric, is used to determine an appropriate comparator group JSE-listed comparator group*
AVI Limited
Barloworld Limited
Clicks Group Limited
Dischem Pharmacies Limited
KAP Industrials Holdings Limited
Libstar Holdings Limited
Mr Price Group Limited
Oceana Group Limited
Pick n Pay Stores Limited
RCL Foods Limited
The Foschini Group Limited
Woolworths Holdings Limited
Rest of Exco, senior management and below   REMchannel® survey National and consumer goods circles
Anchor point   Tiger Brands anchors its pay position competitively against the national market. We aspire to achieve a normal distribution around the anchor point based on individual performance, talent, potential, experience and in certain instances, tenure. We aim to pay employees that fully meet expectations in critical roles at or above the anchor point. The performance-based increases granted annually (including those for executive directors and executive committee members) are managed within the overall salary increase budget and the pay progression model as discussed below.
Benefits   Benefits include retirement fund contributions, funeral cover, permanent health insurance, death-in-service cover, medical aid contributions and travel allowances (where applicable).

* The 2022 comparator group remains suitable for benchmarking purposes. This comparator group will be reviewed in FY26

SHORT-TERM INCENTIVE (STI)

The primary intention of the STI is to drive business performance by focusing participants' attention on annual key financial, strategic, functional and personal performance objectives, aligned with business strategy for sustainable value creation. This drives high performance by explicitly creating line of sight by linking group, business unit and individual performance.

Payment of an STI is subject to the overriding condition that the group and business unit meets or exceeds the agreed entry threshold in respect of its earnings before interest and tax (EBIT).

Calculation

Predetermined weightings are applied to each of the performance factors ranging from 50% (threshold performance) to 200% (stretch performance). In respect of the individual performance factor, participants are rated on a rating scale ranging from 1 (poor performer) to 5 (exceptional performer).

Target and maximum

In FY26 the following ranges of STI awards will apply to the various categories of people covered by this report:

    On-target
percentage
of guaranteed
package
Maximum
percentage of
guaranteed
package
(based on the
achievement
of stretch
performance)
CEO, CFO and executive directors   60 120
Executive committee members   60 120
Senior management (EU)   40 80
Senior management (EL)   35 70
Qualified and experienced specialists and mid-management (DU)   17.5 35
Qualified and experienced specialists and mid-management (DL)   12.5 25
Administrative, support, technical, skilled and supervisory employees (A to CU band)*   8.5 17

* Employees in the bargaining unit are eligible for a 13th cheque, governed under agreement with relevant unions, and not included in the STI scheme

Group and business unit performance factors

The underlying values and weightings for each KPI are set and approved by the remuneration committee in advance of each year to determine parameters for the STI in the form of a balanced scorecard. The STI scorecard for 2026 shows two minor changes from 2025 yet retains sustained focus on key outcomes. The measure for safety is redefined from number of incidents resulting in injury to the globally accepted lost-time injury frequency rate (LTIFR) metric, which provides a standardised and comparable indicator of safety performance across different workplaces, industries or time periods, also accounting for the severity of incidents. The previous talent metric (% internal leadership appointments) was replaced with employee engagement, as measured by planned surveys. Below is the group STI scorecard for FY26 that will be applied to the CEO, CFO, executive directors, executive committee members and other participants:

Strategic
objective
  Weighting Key performance indicator KPI
weighting
Threshold
Score = 50%
Target
Score = 100%
Stretch
Score = 200%
Performance and growth   80% Brand equity (focus brands' power index score) 5% 88% 100% 113%
Sales volume growth 5% 70% 100% 105%
EBIT (absolute) 25% 99% 100% 105%
EBIT (margin) 15% 96% 100% 104%
Gross margin 15% 98% 100% 102%
Cash conversion rate 15% 86% 100% 114%
Enablers:
People and
sustainability
   20% Environmental sustainability (reduction in water and electricity intensities)  5%  90%  100%  108%
Quality and food safety (reduction in complaints per million sold)  5%  80%  100%  120%
LTIFR manufacturing (reduction in lost-time injury frequency rate) 5% 90% 100% 113%
Employee engagement 5% 93% 100% 107%

Note 1: The actual targets are not provided as they are linked to budget and considered commercially sensitive information.
Note 2: The targeted percentages for "threshold", "on-target" and "stretch" as set out above per key performance indicator represent the targeted percentage achievement of the underlying budgeted amounts.

The group, business unit and individual performance weightings applicable are detailed below:

Employee category   Group Business unit Individual
CEO, CFO and executive directors   80% 0% 20%
Executive committee members: Functional executives   80% 0% 20%
Executive committee members: Business unit managing directors   20% 60% 20%
Other participants (Paterson grades CU to E band)   0% – 40% 40% – 80% 20%

Voluntary deferral into bonus shares

Senior management, executives and executive directors may elect to defer up to 50% of their earned STI (pre-tax) into bonus shares, which are then matched by the company on a "one-for-one" basis. Both the deferred bonus shares and the company matched shares will be classified as "restricted shares", that vest after three years.

Long-term incentive

Description

The LTI is aligned to our reward approach and operating model, taking into consideration the following principles:

Employees in Paterson grade D and above may be eligible to participate in the annual awards of the long-term incentive.

The table below provides further details regarding the performance and restricted shares awarded under the long-term incentive plan.

    Instrument        
    Employee category Performance
shares award
multiple as
a % of
guaranteed
pay
    Restricted
shares award
multiple
as % of
guaranteed
pay
Award mechanism   CEO
Note: see table below for current
81.3   CEO –
  CFO 81.3   CFO –
  Executive committee members 61.0   Executive committee members –
  Senior management and below 10.6 – 27.7   Senior management and below 8.2 – 22.9
Performance multiplier  
  • A personal performance multiplier is used to modify the standard quantum of performance shares and restricted shares, based on an individual's personal sustained performance and potential
  • This is based on a nine-point matrix which takes into account performance over the last three years and a percentage ranging from 0% – 150% is applied on award
Calculation of award quantum  
  • TGP x (performance share award multiple x performance multiplier)/10-day VWAP on award date
  • Vesting is subject to the satisfaction of performance conditions over the three-year performance period and remaining in service at vesting date
 
  • TGB x (performance share award multiple x performance multiplier)/10-day VWAP on award date
  • Three-year time-based vesting based on anniversary of grant and remaining in service at vesting date
Instrument   Performance shares
Performance conditions applicable to performance shares  

HEPS growth (weighted at 50%)

  • 0 – less than CPI + GDP
  • 25% vesting (threshold) – CPI + GDP
  • 100% vesting – CPI + GDP + 2%
  • 200% vesting (stretch) – CPI + GDP + 5%1

The HEPS calculation is performed on an annual compound basis over the three-year vesting period. Linear vesting to apply between threshold and stretch.

ROIC – (weighted at 50%)

  • 0 – less than WACC + 1%
  • 25% vesting (threshold) – WACC + 1%
  • 100% vesting – WACC + 3%2
  • 200% vesting (stretch) – WACC + 5% and above

The measurement will be the average ROIC compared to the average WACC over the three-year vesting period.

Linear vesting to apply between threshold and stretch.

In respect of allocations before December 2025:

Operating income from total operations before impairments and non-operational items (reduced by the group's average tax rate, adjusted for the effect of interest), plus the after-tax share of income from associates as a percentage of average invested capital. Invested capital comprises the book value of total equity (which is inclusive of non-controlling interests), plus long-term and short-term borrowings (including the liability arising from IFRS 16), less the value of cash on hand and cash equivalents. Invested capital is also increased by the reinstatement of any write-offs/impairments (both historically as well as in the current period), which is included in non-operational income of any intangible assets, fixed assets and associates. The average invested capital is determined by calculating the simple average of the aforesaid balances based on their values at the beginning and end of the relevant financial year. In respect of allocations as from December 2025:

The definition of ROIC as set out in the "definitions" section on page 104 of the annual financial statements for the year ended 30 September 2025 applies.

Share price   Based on the volume-weighted average price (VWAP) for a Tiger Brands share calculated for the 10-trading day period ending immediately prior to the date of award/grant.

1 +4% for all allocations before December 2023
2 +2% for all allocations before December 2023

Bespoke share plan for Tjaart Kruger (relating to current contract ending 31 December 2025)

Details of Tjaart Kruger's conditional share plan were disclosed in the FY24 remuneration report. This plan will vest on 31 December 2025, at a vesting outcome of 110.8%. The settled shares will be held by the company's escrow agent for the disposal restriction period of 12 months from vesting. Further details are disclosed here.

BEE shares

The following two schemes were established as part of the company's black empowerment strategy:

Dilution

In compliance with the JSE Listings Requirements, the LTIP contains limits setting out the aggregate maximum number of shares that may be settled to all participants, as well as the aggregate maximum number of shares to be settled to any one participant. The LTIP rules provide that these limits are not applicable where shares acquired on the JSE are used to settle LTIP awards. Although it has been Tiger Brands' practice in the past to purchase shares off the market upon settlement of LTIP awards (which ensured that the LTIP did not result in a dilution to shareholders), it is to be noted that, during FY24, Tiger Consumer Brands Limited, a 100% subsidiary of Tiger Brands, acquired 1 104 486 Tiger Brands shares which, as at 30 September 2024, were held as treasury shares. These shares were specifically acquired for purposes of settling shares in terms of the LTIP. Any utilisation of these shares to settle LTIP awards will, therefore, result in a dilution to shareholders. During FY25, 616 519 of these treasury shares were utilised to settle shares in terms of the LTIP in December 2024, leaving a balance of 487 967 shares which can be used for future settlement purposes.

On 30 September 2025, the aggregate number of shares that may be acquired by participants under the various schemes was 1 768 925 (2024: 1 816 683).

MINIMUM SHAREHOLDING POLICY

We have a minimum shareholding policy, where senior executives are expected to build up their personal shareholding in the company over a specific period. In the case of the CEO, the target is 200% of guaranteed package while the target for executive directors and members of the executive committee is 100% of guaranteed package. Senior executives who were in service when the policy was adopted in 2016 have six years to build up their shareholding from date of adoption. Senior executives appointed after adoption have six years to build their shareholding from date of appointment. They may use any vesting LTIs or their own resources to acquire these shares.

In order to accelerate the progress towards achieving minimum shareholding, this policy was amended to compel a commitment of a minimum of 30% (thirty percent) of vested long-term incentives towards their shareholding, or such portion required to reach the minimum shareholding, should it be less than 30% below the requirement.

Exemption from compliance with the minimum shareholding requirements (MSR)

In the case of the MSR not being met, the board retains the overriding discretion to:

DEFERRED BONUS SHARES

An amendment approved and implemented effective in 2024, is the voluntary deferral of up to 50% of the short-term incentive earned by senior managers and executives, into restricted shares (deferred bonus shares). Performance against STI KPIs for the year forms the basis of the deferred portion of the STI, which is then utilised to issue restricted shares. The deferral is matched by the company on a one-for-one basis, also in the form of restricted shares. Deferred bonus shares and company matched shares vest after three years. Should an employee's service end on a fault basis, they shall forfeit the company matched portion. Where executives are subject to an MSR, and they have not yet achieved the required MSR, the company matched shares will be taken into account as part of their shareholding in Tiger Brands for MSR purposes. Any shares settled upon vesting of the company matching shares will automatically be committed to the MSR of the executive and held in a restricted account until expiry of the holding period.

MALUS AND CLAWBACK

The preventative aim of this policy is to remove the incentive for an executive to intentionally manipulate financial results or financial position or organisational information with the intention of financially benefiting from variable remuneration which would otherwise not have been due to such executive. These provisions align the interests of executives with the long-term interests of the organisation, as well as shareholders, and to ensure that irresponsible behaviour is not rewarded.

With respect to malus, if the remuneration committee, in consultation with the board and/or any committee of the board, believes that a trigger event has occurred, it has full discretion to reduce, in part or whole, unvested variable remuneration (i.e. STIs and LTIs) before the end of the vesting or payment period. In the case of clawback, the remuneration committee, in consultation with the board and/or any committee of the board, may implement clawback for the whole or portion of vested variable remuneration in the event of a trigger event occurring over a period of three years from the date on which payment was made of such vested variable remuneration. Trigger events include, but are not limited to:

PAY FOR PERFORMANCE LINK

The variable pay arrangements described alongside have various potential outcomes. These outcomes could be from zero (minimum) to the expected level of performance outcomes (target) to the maximum potential variable pay outcomes (maximum). In the illustrations presented alongside, it should be noted that:

Total remuneration potential for members of executive management for the year ended 30 September 2025

The values are based on Tiger Brands remuneration policy, applied to executives' 2025 total guaranteed pay. Maxima include any maximum personal performance multiples provided by policy, as well outcomes capped by scheme rules.

EXECUTIVE SERVICE CONTRACTS

Senior executives are employed full-time under standard agreements, with a notice period of three months and retirement age of 63. We bind all senior executives by a restraint-of-trade agreement to protect Tiger Brands' interests (including trade secrets, confidential information and customer connections), and to prevent economic prejudice to Tiger Brands, including loss of clients and goodwill. To the extent that executives have access to proprietary business insights and intellectual property, Tiger Brands will enforce the agreement should they join a competitor. The restraint comprises a three-month notice period or three months' special leave (paid as a three-month lump sum based on guaranteed package on termination).

SIGN ON AND SPECIFIC RETENTION PAYMENTS

In exceptional circumstances (mainly for the recruitment and retention of critical and/or scarce talent), Tiger Brands will award a sign on/retention payment which will be subject to the following conditions:

PAYMENTS ON TERMINATION OF EMPLOYMENT

Remuneration policy component   Voluntary termination i.e. resignation Involuntary termination
(retrenchment, retirement and death)
Guaranteed package   Paid up to last day of service Paid up to last day of service including notice period, where applicable.
Medical aid   Benefit continues to last day of service Benefit continues up to last day of service. Employees who qualify for post-retirement medical aid funding will continue to receive the employer contribution with effect from their normal retirement date.
Retirement and risk plans   Employer contributions paid until last day of service. Employee is entitled to the value of the investment, but all risk benefits cease on termination of service.
Other benefits   Not applicable Severance package in respect of retrenchments – two weeks for every year of service in terms of the relevant rules.
Short-term incentives   No pro rata bonus paid Pro rata STI payment, based on achievement of specified financial and strategic targets for the period and a personal performance agreement being in place at the date of exit.
Long-term incentives   All unvested awards lapse, except for deferred bonus shares, as these shares relate to a participant's earned STI Depending on the nature of the instrument and reasons for termination, a participant may retain all units or a pro rata portion. Accelerated vesting and settlement of retained units may apply in certain circumstances.

EXTERNAL BOARD APPOINTMENTS

Under a formal policy, an executive is limited to one substantive outside directorship. The chairman of the Tiger Brands' board and the nominations committee are required to authorise these appointments based on a recommendation from the CEO. Other than in respect of their appointment to the boards of associate companies, directors' fees under this policy may be retained by the individual. During the reporting period, none of the executive committee members has external directorships.

Non-executive directors

Fees and approval process

Non-executive directors are paid an annual retainer that reflects their overall contribution and input to the company, and not just for attendance at board and committee meetings. Fees are reviewed annually, and increases are implemented in April after approval at the relevant AGM.

Benchmarking is conducted on an annual basis to benchmark these fees against South African companies listed on the JSE, based on market capitalisation, turnover and total assets. As these are similar metrics to that of the benchmark group for executive directors it was decided that from FY20, in line with King IV and in terms of the current requirements of the organisation, a single comparator group be adopted for the non-executive directors and executive directors' remuneration benchmarking. The comparator group is detailed here.

The special resolution relating to the increase in non-resident, non-executive director fees achieved the requisite voting outcome (88.18% compared to previous 65.37%). This was achieved through the implementation of a non-resident non-executive director fee premium range that allows for flexibility based on prevailing circumstances, augmented by focused shareholder engagement that created understanding of considerations that drive these fees, specifically comparative fee positions, local and domicile benchmarks, local and foreign market trends, NED skills and experience, and consistency in practices.

Targeted remuneration for the 12-month period ending 28 February 2026 was determined through a fee benchmarking process against our selected comparator group, as well as JSE-listed companies where sufficient data is available, specifically for non-resident, non-executive directors. The chairman does not receive any additional remuneration for participating in committees of the board. Non-executive directors who perform services outside the scope of their ordinary duties will not receive additional remuneration. Shareholder approval will be sought for increasing non-executive directors' fees, including fees paid for attending special board meetings. Details of proposed non-executive directors' fees effective from 1 April 2026 appear in the notice of AGM of shareholders to be held on 26 February 2026. Details of non-executive directors' fees paid in the review period appear here.

VOTING STATEMENT

This remuneration policy is subject to a non-binding advisory vote by shareholders at the upcoming AGM.

SECTION 3: IMPLEMENTATION REPORT

In this section of the remuneration report we explain the implementation of our remuneration policy, providing details of the remuneration paid to our executive directors and members of the executive committee for the financial year ended 30 September 2025.

SALARY ADJUSTMENTS

In 2024, the remuneration committee approved a 5.5% annual increase effective December 2024. This excludes the negotiated increases for bargaining unit employees and targeted increases to reward exceptional performance, retain critical skills and execute day-to-day internal mobility practices, such as promotions, transfers and other deployments during the financial year.

2025 GUARANTEED PACKAGE

The following increases to guaranteed packages were implemented in the reporting period for executive directors. New amounts were effective as indicated below:

Executive directors   1 Dec 2024
to 30 Nov
2025
  1 Dec 2023
to 30 Nov
2024
% increase
TN Kruger   12 535 000   11 500 000 9%
TA Govender   7 737 310   7 033 910 10%

2025 SHORT-TERM INCENTIVE OUTCOMES

As indicated in the policy section, the STI for executive directors is based on the combination of a group performance factor and individual performance component.

GROUP PERFORMANCE FACTOR

The group performance factor (80% overall weighting) for executive directors is weighted according to the table below. Results for FY25 were as follows:

1 Enabler KPIs' outcomes are capped at the level of EBIT Absolute Outcome
2 The Benny product recall disqualified any outcome in the Quality KPI
3 One fatality at the Ashton plant resulted in a disqualification despite the overall KPI outcome

INDIVIDUAL PERFORMANCE FACTOR

The individual performance factor (20% overall weighting) for executive directors is weighted according to the table below.

The results for FY24 were as follows:

    TN Kruger TA Govender
Key performance indicators   Not
met
Partially
met
Met Exceeded Not
met
Partially
met
Met Exceeded
Individual KPIs              

Not met

Partially met

Met

Exceeded

Final outcomes for 2025

Name   GP1 On-target
%
Actual
group
performance
factor % x
weighting
(80%)2
Actual
personal
performance
factor % x
weighting
(20%)3
2025 STI
(ZAR)
2024 STI
(ZAR)
TN Kruger4   12 535 000 x 60% x 104.64% + 37% 10 652 574 5 164 661
TA Govender   7 737 310 x 60% x 104.64% + 37% 6 575 370 3 446 112

1 Annual guaranteed package in rand as at 30 September 2025
2 Actual group performance factor determined as: 130.8% x 80% = 104.64%
3 Actual personal performance factor determined as: CEO: 185% x 20% = 37% and CFO : 185% x 20% = 37%
4 Tjaart's 2024 STI was pro-rated to 11 months as his start date was 1 November 2023

In keeping with the Remco decision to acknowledge the exceptional effort by leaders and key talent that produced a remarkable turnaround in the operational performance of Tiger Brands, and in particular the successful implementation of strategies that resulted in portfolio optimisation, sustained growth and significant shareholder value creation, the discretionary awards to the CEO and CFO are:

Name   ZAR
TN Kruger   2 400 000
TA Govender   1 439 530

2025 LONG-TERM INCENTIVES

Awards made during FY25

In FY25, performance shares were awarded to executive directors, executive committee members, senior management and middle management.

Long-term incentive awards made during the year to executive directors are set out below:

Long-term incentive awards to executive directors for FY25

In accordance with the Tiger Brands 2013 share plan:

Name   LTI personal
performance
multiplier1
GP Award % Number2 Face
value
Expected
value
TA Govender   125% 7 737 310 81.3% 28 650 7 863 852 9 672 538

1 The personal performance multiplier is used to modify the standard quantum of performance shares and restricted shares, based on an individual's personal sustained performance and potential. This is a percentage ranging from 0% to 150%
2 Allocated on 19 December 2024 at 10-day VWAP of R274.48

LTI awards vesting or with a performance period ending in 2025

The outcome for awards due to vest in December 2025, for which the performance conditions ended by 30 September 2025, are shown below. This applies to all eligible participants.

Performance vesting shares granted in December 2022 and vesting in December 2025

Targets   Weighting Threshold
(25% vesting)
Target
(100% vesting)
Stretch
(200% vesting)
Actual
achievement
Performance
outcome
Headline earnings per share (HEPS)1   50% CPI + GDP CPI + GDP + 2% CPI + GDP + 4% 5 600.2 cents 0%
Return on invested capital (ROIC)   50% WACC + 1% WACC + 2% WACC + 5% 15.81% 130.11%
Total   100%         65.05%

1 Cumulative HEPS over the three-year vesting period

Outcome: CEO Conditional share plan vesting 31 December 2025

Targets   Weighting Threshold
(25% vesting)
Target
(100% vesting)
Stretch
(200% vesting)
Actual
achievement
Performance
outcome
Operating margin   40% 9.30% 10.30% 12.30% 9.30% 25.00%
ROIC   40% WACC + 1% WACC + 3% WACC + 5% 16.37% 152.00%
Cash conversion   20% 60% of EBITDA 70% of EBITDA 100% of EBITDA 114.97% 200.00%
Total   100%         110.80%

Current minimum shareholding summary

The CEO is not subject to the MSR policy by virtue of his contract term.

Name   Date of
appointment
to the
executive
committee
GP1 Number
of shares
held
Original
value of
shares
held
Current
value of
shares
held2
Original
value as
% of GP
Target
% of GP
Years
remaining
to meet
target3
TA Govender   1 May 2021 7 737 310 21 737 6 317 017 6 711 516 82 100 1
CXO3       8 872 2 533 459 2 739 319 41 100 1
CXO6       30 866 7 032 615 9 530 186 105 100 3
CXO8       22 452 5 044 000 6 932 280 95 100 2
CXO16       2 560 702 669 790 426 16 100 4
CXO17       620 170 178 191 431 3 100 4
CXO18       5 167 1 454 353 1 595 363 32 100 4
CXO20       6 449 1 833 272 1 991 193 41 100 4
CXO21       0 0 0 0 100 5

1 GP as at 30 September 2025
2 Value calculated with reference to the closing price of a Tiger Brands share as at 30 September 2025, i.e. R308.76
3 A three-year extension to reach MSR was provided to executives who were in service at time of the extension (May 2021)

Payments for termination of office

No payments to vacate office were made to executives.

Compliance with remuneration policy

There were no deviations from the remuneration policy in the financial year.

SINGLE TOTAL FIGURE OF REMUNERATION

The following tables disclose total remuneration received and receivable by executive directors and executive management for the period 1 October 2024 to 30 September 2025:

Executive directors

    TN Kruger   TA Govender
Remuneration element   FY25
(R’000)
  FY24
(11 months)
(R’000)
  FY25
(R’000)
  FY24
(10 months)
(R’000)
Basic salary   12 363   10 333   7 148   4 921
Retirement funding           256   248
Other benefits           151   106
Guaranteed package   12 363   10 333   7 555   5 275
Short-term incentive   10 653   5 165   6 575   3 446
Discretionary bonus   2 400       1 440    
Cash remuneration   25 416   15 498   15 570   8 721
Sign-on bonus                
Bonus matching shares                
FY22 long-term performance shares1               5 005
FY23 long-term performance shares2           4 965    
FY24 conditional shares3   51 213            
Other                
Total remuneration   76 629   15 498   20 535   13 726

1 FY22 performance shares were awarded in December 2021 and vested in December 2024 at a multiple of 142.91%. Value indicative and based the Tiger Brands closing share price on 30 September 2024 (R233)
2 FY23 performance shares awarded in December 2022 and will vest on 19 December 2025. The shares will vest at a multiple of 65.05%. Value indicative and based on the Tiger Brands closing share price on 30 September 2025 (R308.76)
3 Tjaart Kruger's bespoke conditional share scheme will vest on 31 December 2025, and the settled shares will be transferred into a restricted account for a 12-month disposal restricted period. Value indicative and based on the Tiger Brands closing share price on 30 September 2025 (R308.76)

Members of executive committee

Key   FY25
(R'000)
  FY24
(R’000)
CXO1   3 609   9 891
CXO19   4 259   3 228
CXO16   9 567   3 172
CXO11   3 492   6 438
CXO14   5 299   11 112
CXO20   10 651   5 318
CXO3   15 252   12 473
CXO18   8 889   5 638
CXO6   18 583   15 909
CXO17   8 933   3 595
CXO8   13 281   10 721
CXO21   6 138    
Total   107 952   96 382

Notes:
CXO1 retired 31/12/2024
CXO11 resigned 30/06/2025
CXO14 was retrenched 31/01/2025
CXO16 appointed to Exco on 01/05/2024
CXO17 appointed to Exco on 01/02/2024
CXO18 appointed to Exco on 01/02/2024
CXO19 appointed to Exco on 01/02/2024 and resigned 31/10/2025
CXO20 appointed to Exco on 01/02/2024
CXO21 appointed to Exco on 01/12/2024

NUMBER AND VALUE OF LTI SHARE AWARDS

Disclosure of the quantum and value of awards for the CEO and CFO outstanding at the beginning and end of the reporting period, as well as new awards made in the period, are provided in the tables here, with the cash value of awards settled during the reporting period indicated in the value-based tables.

Name and awards   Award
date
Vesting
date
Grant price
(ZAR)
Opening
number
Granted
during
the year
Forfeited
during
the year
Performance
condition
achieved
Settled
during
the year
Closing
number
Face value
at award
(ZAR)
Cash
received
(ZAR)
Value of
shares
acquired
(ZAR)
Closing
fair value
vesting
(ZAR)
TN Kruger                            
FY25 deferred bonus shares   19/12/2024 19/12/2027 – – 9 410 – – – 9 410 2 582 857 – – 2 693 707
FY25 company matching shares   19/12/2024 19/12/2027 – – 9 410 – – – 9 410 2 582 857 – – 2 693 707
FY24 conditional share award1   18/12/2023 31/12/2025 – 149 700 – – – – 149 700 22 499 910 – – 46 014 786
Total       – 149 700 18 820 – – – 168 520 27 665 624 – – 51 402 200

1 Tjaart Kruger's award of conditional shares is a bespoke conditional incentive award, associated with specifically agreed performance conditions over the period of service, to align with outcomes agreed with the board

Name and awards   Award
date
Vesting
date
Grant price
(ZAR)
Opening
number
Granted
during
the year
Forfeited
during
the year
Performance
condition
achieved
Settled
during
the year
Closing
number
Face value
at award
(ZAR)
Cash
received
(ZAR)
Value of
shares
acquired
(ZAR)
Closing
fair value
vesting
(ZAR)
TA Govender1                            
FY25 deferred bonus shares   19/12/2024 19/12/2027 – – 6 280 – – – 6 280 1 723 734 – – 1 797 713
FY25 company matching shares   19/12/2024 19/12/2027 – – 6 280 – – – 6 280 1 723 734 – – 1 797 713
FY22 restricted shares   15/12/2021 15/12/2024 – 16 110 – – – 16 110 – – 3 259 165 1 401 570 –
FY22 performance shares   15/12/2021 15/12/2024 – 5 370 – – 2 304 7 674 – – 1 552 561 667 580 –
FY23 performance shares   19/12/2022 19/12/2025 – 24 720 – – – – 24 720 5 179 334 – – 7 602 883
FY24 performance shares   18/12/2023 18/12/2026 – 30 240 – – – – 30 240 5 718 988 – – 8 973 720
FY25 performance shares   19/12/2024 19/12/2027 – – 28 650 – – – 28 650 7 863 852 – – 8 201 349
Total       – 76 440 41 210 – 2 304 23 784 96 170 22 209 642 4 811 726 2 069 150 28 373 378

1 Thushen Govender was appointed as CFO on 1 January 2024

Interests of executive directors in B-BBEE schemes

Prior to his appointment as chief financial officer, TA Govender was awarded the following shares in terms of the Black Managers Trust Scheme:

Name and awards   Award
date
Vesting
date
Opening
number
Granted
during
the year
Forfeited
during
the year
Settled
during
the year
Closing
number
Face value
at award
(ZAR)
Cash
received
(ZAR)
Value of
shares
acquired
(ZAR)
Closing
fair value
vesting
(ZAR)2
TA Govender                        
Tiger Brands share allocation   31/01/2022 31/01/2025 2 333 – – – 2 333 316 378 – – 680 209

 
31/01/2026 2 333 – – – 2 333 316 378 – – 680 209

 
31/01/2027 2 334 – – – 2 334 316 514 – – 680 501
Adcock Ingram share allocation3   31/01/2022 31/01/2025 1 983 – – 1 983 – – 115 436 – –

 
31/01/2026 1 983 – – – 1 983 75 156 – – 133 813

 
31/01/2027 1 984 – – – 1 984 75 194 – – 133 880
Oceana share allocation3   31/01/2022 31/01/2025 603 – – 603 – – 35 716 – –

 
31/01/2026 604 – – – 604 33 135 – – 26 854

 
31/01/2027 604 – – – 604 33 135 – – 26 854
Total  

14 761 – – 2 586 12 175 1 165 890 151 152 – 2 362 320

1 Calculated with reference to the market value of an allocated share (less the amount of the capital contribution) as at the date of the award
2 Calculated with reference to the market value of an allocated share (less the amount of the capital contribution) as at year end (30 September 2025)
3 In addition to the award of the Tiger Brands shares, the executive was also awarded Adcock Ingram and Oceana shares (as a consequence of the unbundling by Tiger Brands of its interests in Adcock Ingram and Oceana, the Tiger Brands Black Managers Trust, as Tiger Brands shareholder, also became a shareholder of shares in Adcock Ingram and Oceana). Participants in the trust are, consequently, also awarded shares in these two companies when awarded Tiger Brands shares

Non-executive directors' remuneration 2025

The non-executive directors' remuneration paid for the year ended 30 September 2025 is disclosed below, excluding VAT in rand:

Committee   MO Ajukwu FNJ Braeken GJ Fraser-
Moleketi
GA Klintworth TE
Mashilwane
M Sello S Sithole LA Swartz OM Weber DG Wilson
Notes   1     2





Board fees   551 598 1 517 121 2 462 161
515 834 515 834 515 834 515 834 1 135 075 515 834
Audit committee fees  
522 360

231 933 231 933


417 305
Remuneration committee, nomination and governance committee fees  
149 477


34 865 135 860 291 489 222 252 67 930
Social, ethics and transformation committee fees   134 090


239 133 125 164
125 164 141 329
Risk and sustainability committee fees   195 284



173 909

195 284 88 727
Investment committee fees  
193 558



202 968
193 558 117 213
Extraordinary fees in respect of special board meeting   58 283 58 283 26 480
26 480 26 480 26 480 26 480 58 283 26 480
Total FY25   939 255 2 440 799 2 488 641
1 013 380 1 108 185 881 141 958 967 1 945 781 1 233 489
Total FY24   1 878 509 2 323 495 2 392 880 1 379 740 1 134 029 1 219 721 786 298 879 186 2 028 916 1 241 200

1. MO Ajukwu retired 20 February 2025
2. GA Klintworth resigned 31 May 2024