Independent Non-executive Directors

as at 31 March 2026

Group Exco team

as at 31 March 2026

Board appointments and diversity

Board training, evaluation and independence

The office of the Group Company Secretary apprises Directors on Telkom's operations, the legal and regulatory framework within which we operate, and the policies Directors are required to follow.

The Board approved a development plan for FY2026 to address its existing and emerging needs.

The following sessions were conducted during FY2026:

• A management-led session on Telkom's mobile network, with the emphasis on network resilience, a commercial overview of Consumer Small Business (CSB) and spectrum
• A market consolidation and cybersecurity session, considering market changes impacting Telkom, cybersecurity trends and the evolving threat landscape
• Takeover law and the JSE Listings Requirements training, to apprise Directors of key legislative changes and relevant processes
• Board Members also attended a King V training session hosted by the Institute of Directors South Africa (IoDSA)

The independent Board evaluation for FY2025 was conducted by an external service provider and finalised in FY2026. Overall, the Board was found to be an effective Board that was diverse, balanced, professionally engaged, and demonstrated increased confidence in the Group's strategic direction.

The Board's governance structures were regarded as broadly effective and its Committees as well-functioning. The Board's commitment to oversight, strategic input and constructive engagement positioned it well to support Telkom's growth ambitions. There was a clear balance of power and no one individual had unfettered powers.

The Board identified the following areas of opportunity or further enhancement:

• A more inquisitive approach to strategic topics
• Enhanced succession planning, considering the need for a more diverse mix of skills and expertise

An action plan has been developed to facilitate the implementation of these enhancements.

There was no specific assessment of Board Members' independence, as the Non-executive Directors (NEDs) of the Board are Independent NEDs and have also not served on the Board for a period exceeding nine years.

The Board continues to be led by an independent Chairperson who facilitates effective communication, collaboration and decision-making among Board Members, ensuring that discussions focus on key issues and objectives.

The Board is satisfied that the Board evaluation process is beneficial and assists the Board in identifying areas of opportunity and enhancement, ensuring good performance and effectiveness.

Tenure, rotation and retirement

At each AGM, a third of the Non-executive Directors retire by rotation. Retiring Directors are selected from among the longest-serving Directors since their appointment or re-election. The details of the Non-executive Directors set to retire by rotation are set out in the Notice of the AGM for 2026.

Board and Exco succession planning

The Board conducts annual reviews on executive succession planning and periodic reviews on Board succession planning to ensure continuity and sustainability and to increase Telkom's resilience and adaptability to evolving challenges and opportunities.

Group Company Secretary

In Telkom, the Group Company Secretary performs the duties as set out in section 88 of the Companies Act, in line with King IV's recommended practices. The responsibilities include, but are not limited to:

• Guiding Directors on discharging their fiduciary duties, the JSE Listings Requirements, disclosure obligations and good governance practices
• Apprising Directors of new legislative and regulatory prescripts impacting Telkom
• Providing secretarial support (including meeting management) to the Board and its Committees

Where required, the Board can request to obtain independent professional advice through the Board-approved process.

The Group Company Secretary maintains an arm's-length relationship with Directors and oversees governance in all subsidiaries in line with the Group governance framework and the operating model.

The Group Company Secretary and the Company Secretariat function were evaluated in May 2026.

The Board is satisfied with the competence, qualifications and experience of the Group Company Secretary and the effectiveness of the Company Secretariat function.

Board Committees

The Board has established and delegated certain functions to seven Committees. Each Committee is guided by its respective terms of reference, which articulates its roles, responsibilities and authority. The Committee terms of reference documents are available online at https://group.telkom.co.za/ir/Governance/ToR-Committees.shtml.

The Committees may invite external advisors to provide professional advice on specialised matters as well as any member of senior management to their meetings, should the need arise.

The current Committee composition ensures that Members collectively are adequately and appropriately skilled and experienced to effectively discharge their duties.

Permanent Invitees: GCFO, GCEO, Group Executive: Internal Audit, Group Executive: Regulatory and Legal, external auditors

The Committee considered the following key matters, among others:

• Reviewed the dividend policy, including amending the annual dividend payout range linked to free cash flow, and the payment of an ordinary dividend to shareholders for FY2026 in accordance with the policy
• Reviewed the FY2026 integrated report and all associated internal and external assurance reports, together with the Social and Ethics Committee, to ensure the report accurately reflects the activities of the Group over the financial year
• Reviewed the FY2026 annual financial statements to ensure they reflected the accurate financial position of the Company
• Reviewed the revised DoA to ensure that it adequately regulates the authority of the Board and those mandated to the GCEO and management
• Reviewed the share dealing policy to ensure that the trading of Telkom shares adheres to applicable legislation and the JSE Listings Requirements

The Committee is satisfied that it fulfilled its duties in terms of its mandate inFY2026.

Permanent Invitees: GCFO, Group Executive: Mergers and Acquisitions

The Committee considered the following key matters, among others:

• An update on the business case for Gyro divisionalisation, which included a review of accounting and tax considerations
• A review of major Group investment programmes to determine the trends and targets aligned between Group revenue, capex and ROIC
• An analysis of capex investment programmes from FY2022 to FY2026, and the composition of the FY2026 capex budget
• A review of the procurement policy, which included alignment with the revised DoA and strengthened oversight

The Committee is satisfied that it fulfilled its duties in terms of its mandate in FY2026.

Permanent Invitees: Chief Digital Officer, GCEO, GCFO

The Committee considered the following key matters, among others:

• Major innovation and technology trends and Telkom's response to ensure alignment with business needs and risks
• The Group artificial intelligence framework to embed AI across the business with responsible and ethical use of AI that supports innovation
• The cybersecurity strategy with a unified, adaptive and business-aligned cyber capability
• The Group enterprise architecture and the respective management activities to move from a fragmented to an integrated structure

The Committee is satisfied that it fulfilled its duties in terms of its mandate in FY2026.

Permanent Invitees: GCEO

The Committee considered the following key matters, among others:

• Reviewed the Board evaluation report to consider the key strengths of the Board and identify areas of opportunity/enhancement to ensure continued Board effectiveness
• Considered and recommended the Director affairs policy and Non-executive Director fees policy to ensure regularisation of matters pertaining to Non-executive Directors
• Considered the feedback from the AGM and Chairperson's roadshow to ensure stakeholder concerns were addressed appropriately
• Recommended the King IV Disclosure report, notice of AGM, JSE Compliance Checklist and Certificate, in line with applicable legal and regulatory prescripts

The Committee is satisfied that it fulfilled its duties in terms of its mandate in FY2026.

Permanent Invitees: GCEO, GCFO, Chief HR Officer, Group Executive: Remuneration and Performance Management

The Committee considered the following key matters, among others:

• Reviewed the FY2026 remuneration for Executive Directors, Prescribed Officers and all employees to ensure Telkom's remuneration remains fair and competitive
• Recommended the FY2027 corporate scorecard and individual Executive Director and Prescribed Officer scorecards to ensure that appropriate targets were set
• Reviewed succession planning for Executive Directors and other critical roles to ensure continuity within the business
• Reviewed the FY2027 STI plan to ensure the STI principles were applied appropriately

The Committee is satisfied that it fulfilled its duties in terms of its mandate in FY2026.

Permanent Invitees:GCEO, GCFO, Group Executive: ERM, Forensics and Insurance, external auditors, Group Executive: Internal Audit, Chief of Corporate Affairs, Group Chief Digital Officer, Group Executive: Group Legal Services

The Committee considered the following key matters, among others:

• Reviewed and recommended the risk appetite statement and risk tolerances to ensure the thresholds remained relevant in the context of prevailing socio-economic and geopolitical factors, in line with appropriate risk governance
• Reviewed the strategic, emerging and operational risks and the mitigations in place to ensure effective risk management and internal controls
• Reviewed and recommended the business continuity management policy, enterprise risk management policy and compliance policy, ensuring these reflected the Group's ERM framework
• Reviewed the insurance report to ensure adequate cover in the Telkom insurance portfolio for items such as cybersecurity, given the global context relating to factors such as the increase in cyberthreats

The Committee is satisfied that it fulfilled its duties in terms of its mandate in FY2026.

Permanent Invitees: Chief of Corporate Affairs, Chief of Human Resources and other executives as required

The Committee considered the following key matters, among others:

• Monitored the implementation and effectiveness of ethics awareness and training initiatives
• Assessed labour relations and consumer protection compliance, noting areas of remediation where required
• Reviewed the execution and impact of the Group's social responsibility and shared value initiatives to ensure alignment with the Group's social investment strategy and evolving stakeholder expectations
• Reviewed the sustainability report and the new 2030 Sustainability Strategy
• Reviewed the stakeholder engagement framework and policy

¹  Appointed effective 1 May 2026.

²  Appointed effective 1 May 2026, subject to shareholder approval at the 2026 AGM.

The Committee is satisfied that it fulfilled its duties in terms of its mandate in FY2026.

	Board	Audit Committee	Risk Committee	Remuneration Committee	Nominations Committee	Investment and Transactions Committee	Social and Ethics Committee	Technology Committee	Joint Audit and Social and Ethics Committees	Joint Audit and Investment and Transactions Committees
		A	Ri	Re	N	I	S	T	A S	A I
Independent Non-executive Directors1
MG Qhena	7/7			5/5	3/3
EG Matenge-Sebesho	7/7		4/4		3/3		5/5		1/1
B Kennedy	7/7			5/5	3/3	3/42	5/5		1/1
H Singh	6/72	6/6	4/4					4/4		1/1
KP Lebina	7/7	6/6		5/5		4/4			1/1	1/1
PCS Luthuli	7/7	6/6				4/4		4/4	1/1	1/1
IO Selele	7/7				3/3		5/5	4/4	1/1
KA Rayner	7/7	6/6	4/4			4/4		4/4	1/1	1/1
O Ighodaro	7/7	6/6	4/4	5/5		4/4			1/1	1/1
SP Sibisi	6/72		4/4				4/52	4/4
SH Yoon	7/7		4/4			4/4
M Booi	7/7							4/4
MLB Msimang	7/7						5/5		1/1
Executive Directors
S Taukobong	7/7	6/6	4/4	5/5	3/3	3/42	4/52	4/4		1/1
NS Dlamini	7/7	6/6	4/4	5/5		4/4	5/5	4/4		1/1

1	Reflects the Board Committee composition and attendance in FY2026 (from 1 April 2025 to 31 March 2026).
2	Apologies.

Combined assurance

Internal audit

TGIA is a Group-wide function that provides independent and objective assurance and advisory services to add value and enhance Telkom’s operations. TGIA is guided by the Telkom Group Internal Audit charter, which sets out the terms of reference for internal audit activity. The charter serves as a basis for governance of the internal audit activity necessary for TGIA to fulfil its role and to meet the performance criteria set by the Board and Audit Committee. The charter was updated and approved at the Audit Committee meeting in November 2025. The Chief Audit Executive reports functionally to the Audit Committee Chairperson and administratively to the GCFO.

The Chief Audit Executive attends meetings of the Audit and Risk Committees and is a standard invitee to Group Exco meetings and other Committee meetings comprising mostly senior executives. This promotes the independence of internal audit and the accomplishment of its responsibilities.

TGIA applies a risk-based audit methodology in developing its annual audit plan. It aligns the plan with the Group’s strategic risks, considering any opportunities and challenges in the respective operating environments. TGIA supports all business units in achieving their strategic objectives. It collaborates with other assurance providers to continually enhance its combined assurance efforts.

The Audit Committee approves the audit plan annually. TGIA reviews and revises the plan quarterly, as relevant, to align with key business priorities and changes in the business and risk environment. All changes to the plan are tabled at the Audit Committee for approval.

In FY2026, TGIA executed its internal audit plan and prepared the plan for FY2027. TGIA followed a systematic approach to evaluate and enhance the effectiveness of governance, risk management and internal control processes. It provided assurance to the Group’s stakeholders by:

• Evaluating and recommending improvements to Telkom’s governance processes
• Assessing the effectiveness of and recommending improvements to Telkom’s risk management processes
• Evaluating the adequacy and effectiveness of Telkom’s internal controls

TGIA conducts ongoing internal quality assessments and is subject to an external quality assurance review at least once every five years. In March 2026, an external review was conducted by the Leadership Academy for Guardians of Governance, a wholly owned subsidiary of the Institute of Internal Auditors South Africa. The review found that TGIA generally conforms with the International Standards for the Professional Practice of Internal Auditing and performs its services effectively.

Managing our business with integrity

The Board is committed to principles of ethical conduct and good corporate governance. These include responsibility, accountability, fairness and transparency. The Board upholds ethical leadership and sets the tone from the top by committing to an annual ethics leadership pledge. The pledge is cascaded down to subsidiary level and adopted by the respective subsidiary boards.

The Board acknowledges that an ethical culture is fundamental to achieving sustainable performance. To uphold and give practical expression to Telkom’s values and standards, the Board established and approved a Group Code of Ethics that promotes ethical behaviour and principled decision-making.

Telkom fosters an ethical culture by maintaining zero tolerance for fraud, corruption and unethical conduct. Ethics governance is guided by the Group Ethics Officer with support from certified Ethics Officers. This enables centralised ethics management, compliance with the Group Code of Ethics, reinforced awareness and reporting, and reliable ethics intelligence for governance reporting.

During the year, a Group-wide ethical culture was advanced through continuous awareness, training and advisory support. The updated Group Code of Ethics guides employee conduct. The Code is supported by the conflicts of interest policy, gifts and entertainment policy, prevention of fraud and corruption policy, and whistle-blowing policy. Annual ethics compliance remained high at 99%, with 88% declaration-of-interest compliance. Telkom participated in International Fraud Awareness Week, launching ethics and anti-fraud online training modules in collaboration with Group Forensics.

Going forward, we will implement the renewed ethics strategy for FY2027 – FY2030. In line with the OneTelkom approach, the strategy seeks to embed ethics in leadership, operations and governance. To facilitate this, we aim to develop AI-enabled tools to transform static policies into a practical, interactive platform that helps employees understand, apply and uphold ethical standards.

Share dealing policy

The share dealing policy remained standalone due to its critical role in promoting transparent disclosure. The policy is informed by the Financial Markets Act, 19 of 2012 and the JSE Listings Requirements. All relevant Directors, Prescribed Officers and Company Secretary persons ("Affected Persons") must obtain clearance from the dealing signatories before trading, and in accordance with the JSE Listings Requirements, a SENS announcement must be released thereafter for Affected Persons and their associates. We do not permit trading in the Company’s securities during prohibited periods, which comprise price-sensitive periods and closed periods (financial and cautionary closed periods). Closed periods are communicated to Affected Directors, persons and employees under the share dealing policy.

We extensively reviewed the share dealing policy in FY2026 to enhance certain clauses and ensure alignment with the JSE Listings Requirements. Enhancements included automation of the dealing process by Affected Persons.

Conflicts of interest

The revised Group Code of Ethics is supported by the standalone conflicts of interest policy, and both are based on the principles of King IV. The Code stipulates that Directors and employees should act in the best interests of the Company. They should ensure that real or perceived conflicts of interest are disclosed and adequately managed.

Directors must disclose potential conflicts of interest timeously in the interests of transparency. All Directors (including Non-executive Directors) must comply with the obligations outlined in section 75 of the Companies Act to disclose personal financial interests. Employees must disclose all outside corporate interests and associations, including directorships, shareholdings and other business interests. Disclosures must be made electronically on an annual basis at a minimum, or when a conflict arises, and upon appointment in the Group.

We work together to fight crime: the OneTelkom spirit in action

The economic crimes forum is an operational governance forum that co-ordinates activities to combat economic crime across the Group. With monitoring and oversight by the forum, participating functions introduced various measures to prevent fraud, theft, corruption and general irregular conduct inconsistent with Telkom's values.

We outsmarted fraudsters through collaboration and technology-enabled solutions. The cybersecurity functions introduced fraud detection controls, including smart digital controls to improve customer authentication. As a result, incidents of cyber-perpetrated subscription fraud declined substantially, along with the associated losses.

While incidents relating to copper cable and battery theft declined, incidents relating to optic fibre damage increased. We are exploring various technology-enabled solutions to address this.

We support this collaborative and proactive approach to fighting economic crime by maintaining a positive ethical and risk culture. To this end, the combined assurance awareness forum co-ordinated several initiatives, including:

• In-person sessions in all regions across the country to raise awareness of information security, physical security, ethics and fraud
• The launch of ethics and fraud online training
• Training to promote a culture of regulatory awareness and accountability
• Live simulation of how hackers manipulate people, including red flags for spotting cyberfraud
• Fraud prevention tips for customers
• Training and awareness initiatives aimed at third parties

Collectively, these initiatives resulted in an increase in the number and quality of incidents reported to Telkom’s whistle-blowing hotline. They improved customers' and third parties' understanding of scams and other types of fraud, and facilitated proactive engagement across the Group on fraud and economic crime.

Continually improving our approach to combat economic crime

In FY2026, we saw an increase in syndicate-driven economic crime. We addressed most cases successfully through monitoring, improved fraud data analytics, and working with external stakeholders such as the police. Through Group Revenue Assurance and Fraud Management and the credit management function, we proactively monitor areas that are vulnerable to fraud, including novel types of fraud. Where necessary, we conduct fraud detection reviews.

We continue to improve our in-house blacklisting process, which includes maintaining a central database of perpetrators of economic crimes against Telkom. The Communication Risk Information Centre, of which Telkom is a member, is exploring an industry-wide blacklisting process for mobile network operators.

We subject on-boarded service providers to supplier due diligence reviews, and continually evolve our third-party risk management processes to align with best practices and governance requirements.

The top three incident types dealt with by Telkom Physical Security (TPS) were battery theft, copper cable theft and optic fibre damage. Together, incidents of these three types increased by 49% year on year. However, this was mostly due to increased damage of optic fibre cables, which criminals tend to mistake for copper cables. Theft of batteries and copper cables declined by 69% and 20%, respectively. The graph below shows the percentage split of the top three types for FY2026.