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Remuneration report summary

The Group ensures long-term stakeholder sustainability by aligning remuneration structures and pay mix with the strategic priorities of the PIVOT Strategy.

Telkom’s remuneration philosophy is based on two key principles:

Pay-for-performance. We define performance in terms of agreed metrics and targets that are embedded in our one-year budget and three-year plan. These metrics and targets consider macro-economic factors such as gross domestic product (GDP) growth, the Consumer Price Index (CPI) and competitor performance.

Maintaining stability in our short-term incentive (STI) mechanisms and long-term incentive (LTI) performance conditions to create confidence and trust in our incentive system. We review the STI and LTI schemes annually and fine-tune elements where necessary; however, both schemes have remained stable since 2023.

The Remuneration Committee (Remco) applied these principles in our material discussions and decisions for FY2026. These included the FY2026 scorecards, succession planning, a new retention strategy and scheme, and a three-year wage agreement with organised labour. Our decision-making process was underpinned by robust internal and external insights, ensuring effective governance controls and enabling thorough testing of performance against potential total remuneration outcomes.

We made no changes to the remuneration policy, apart from introducing a retention strategy and scheme aligned with our existing STI and LTI schemes. The Committee did not take any malus or clawback action this year.

We were encouraged by the strong shareholder support at the AGM held on 25 August 2025. The remuneration policy received 97.87% approval, and the remuneration implementation report achieved 98.27% support.

Fair, equitable and responsible pay

Telkom has adopted the global fair pay analysis methodology at both macro and micro levels. These analyses are based on each employee’s total remuneration (TR), which includes total guaranteed pay (TGP), STI and LTI. The total remuneration analysis is performed on a policy basis, reflecting employees’ on-target (OT) earning potential and actuals.

This analysis provided Remco with material insights to arrive at a balanced overall view of fair pay in the context of the wage gap. The outcome indicated that Telkom compares favourably with the national market and ICT sector.

Our remuneration strategy framework

Philosophy Principles Pay mix
Components What we offer Outcome

Retain remuneration and a hybrid work model as key elements of our employee value proposition

Ensure a stable and effective leadership team

Set remuneration at levels that are competitive with the rest of the market Guaranteed pay (GP) Guaranteed pay (GP) Market-related salaries Enables the Group to attract, motivate and retain diverse talent with the right mix of skills
Enable the sustainable achievement of the Group strategy by annually setting clear, weighted financial, non-financial and sustainability metrics and stretch targets Reward eligible participants for achieving the Group’s short‑term stretch targets STI STI Reward stretch performance meaningfully Encourages achievement of targeted performance levels. Promotes a high‑performance culture
Align participants’ interests with those of shareholders Motivate and retain key talent LTI LTI Full-value share awards Full shareholder rights, including rights to distributions and voting Rewards sustainable long‑term performance. Promotes a high‑performance culture
Incorporate individual, business unit and Group recognition in the recognition framework Embody our shared values Recognition Recognition Monetary and non-monetary recognition awards Recognises individuals for exceptional efforts Recognises individuals for years of loyal service

Telkom performance scorecards

The following principles inform the design and development of our performance scorecards:

  • Balancing Group priorities with a focus beyond just financial metrics
  • Providing actionable measures of strategic vision, linking the overall strategy to business unit and individual goals, driving appropriate resource allocation, and motivating leaders to make the right trade-offs between short-term targets and long-term strategic goals
  • Balancing desired business outcomes and business drivers, considering appropriate leading and lagging metrics that assist in monitoring performance against set objectives
  • Scorecard measures should pass the SSMART test, i.e. be simple, specific, measurable, achievable, relevant and time-bound
Aligned to the Group's PIVOT Strategy
Guaranteed pay enables the Group to attract, motivate and retain diverse talent with the right mix of skills through competitive pay that reflects the right size, scope and complexity of the roles required to deliver on the business strategy.
  STI
Encourages discretionary effort by rewarding the achievement of exceptional performance outcomes relative to annual performance targets set to drive strategy execution. Three scorecards are used for STI: Group, business unit and individual scorecards.
LTI
Enables the achievement of exceptional and sustainable long-term results by creating value-sharing opportunities for all employees. There are separate Group performance conditions for the LTI.
  Group scorecard Business unit scorecard Individual scorecard Group performance conditions – LTI
Strategy priorities KPIs Weighting KPIs Weighting KPIs Weighting Strategy priorities KPIs Weighting
Financial The Group's strategic focus remains on driving revenue growth, generating sustainable free cash flow, and delivering profitable earnings. Performance will be measured against the achievement of Group Revenue, Group Free Cash Flow, and Group Profit After Tax (PAT) before STI targets, ensuring the business maintains financial strength, liquidity, and long-term value creation. 65% Business unit's financial performance focuses on driving sustainable revenue growth, improving operational profitability, and maintaining strong cash generation. Performance is measured against the achievement of External Revenue, EBITDA before STI, and Free Cash Flow targets 50% - 55% Financial performance 100% Profit HEPS growth 30%
Strategic execution
  • Business transformation
10% Execute in line with the FY2026 approved business plan and scorecard 15% - 20% Execution
  • Business unit and function specific
Share value Total shareholder return (TSR) 30%
Customers The Group's customer strategy is focused on growing the mobile and fibre subscriber base, expanding fibre to the home connectivity, and strengthening relationships with key strategic customers. 15% Business unit remains focused on delivering a superior customer experience by improving service quality, growing pre-paid customer performance, and enhancing customer satisfaction across digital channels and interactions. 15% Leadership performance is focused on creating a high‑performing, engaged, and inclusive organisation through effective execution of the people strategy and culture transformation initiatives. Performance is measured by leadership effectiveness, progress against strategic people objectives, the successful embedding of the desired organisational culture, and the achievement of B‑BBEE transformation targets. ROIC 25%
ESG The Group remains committed to its ESG priorities through initiatives that support environmental sustainability, cultural transformation, and diversity and inclusion. Performance is measured by the achievement of annual CO2 emissions reduction targets, improvements in employee engagement levels, and increased representation of women in leadership positions (M5 and above). 10% The business unit key performance focus areas align to the Group. 15% - 20% Ensure that key business risks are appropriately identified, assessed, and monitored, with effective mitigation strategies implemented where required. Maintain an adequate system of internal controls to support sound governance, regulatory compliance, and operational resilience. ESG Business strategy 15%
FY2026 Executive Directors' and Prescribed Officers' individual scorecard is 20%, adding up to the Group and business unit weighted score of 100% (refer to the performance scorecard table).

For detail on the performance underpinning remuneration outcomes, read the GCEO and GCFO reports.

The Group's actual achievements against the targets are reflected below:

Performance measures Group
scorecard
weighting
On-target
(100%)
Actual
achievement
  Group financial

65%

   
PAT before STI (Rm) 25% R4 519 R4 130
Group revenue (Rm) 20% R46 908 R44 477
FCF (Rm) 20% R3 092 R3 068
  Strategic project execution

10%

Execute on the approved initiatives
by 31 March 2026
Executed on the approved initiatives
by 30 September 2025
  Customer

15%

   
Consumer      
  • Mobile subscriber base
  26 435 000 25 671 212
  • Fibre subscriber base
  265 000 239 921
BCX      
Revenue growth in the eight priority high-touch client accounts   8.0% (4.0%)
Openserve      
FTTH connected premises – 100k (capex dependent)   100 000 122 910
  ESG

10%

   
Environment: Annual CO2 emissions reduction   4.20% - 4.99% 27.0%
Social: Improve in terms of:      
A transformed organisational culture that drives:
Higher employee engagement
Improved performance and productivity
Stronger employee experience
Enhanced organisational reputation and sustainability
  7-12 point
overall average score
improvement
7-12 point
overall average score
improvement
Increased women in leadership (M5 and above)   36.5% 37.3%
Total

100%

   

Single-figure remuneration for Executive Directors

The table below outlines the aggregate remuneration, benefits paid and STIs for FY2026.

GCEO
GCEO: S Taukobong FY2026 FY2025
GP R10 468 238 R9 922 500
STI R10 000 000 R10 000 000
LTI (vested shares) R3 545 822 R13 357 447
Other benefits1 R12 292 R12 292
Total remuneration paid R24 026 352 R33 292 240
GCFO
GCFO: NS Dlamini FY2026 FY2025
GP R7 268 625 R6 825 000
STI R6 359 756 R6 142 461
LTI (vested shares)
Other benefits1 R296 R296
Total remuneration paid R13 628 676 R12 967 757

The following table outlines the aggregate remuneration, benefits and STIs paid to Group Prescribed Officers for FY2026:

  NM Lekota BN Apleni LM Siyo 2 PJ Bogoshi 3 SE Mmakau M McNamee FY2026
Total
FY2025
Total
GP R4 912 250 R4 500 000 R6 391 425   R5 678 869   R4 618 263 R4 388 800 R30 489 607 R36 125 559
STI R4 284 299 R5 640 015 R12 964 308   –   R4 087 741 R4 115 514 R31 091 877 R23 171 578
LTI (vested shares) R668 492 R1 500 108   R11 197 638   R13 366 238 R41 424 967
Severance –   R2 801 716   R2 801 716 R6 901 595
Leave payment –   R230 173   R230 173 R552 462
Sign-on –   –   R408 333 R408 333 R908 333
Other benefits1 R296 R9 219 R12 292   R271   R9 293 R11 997 R43 368 R40 766
Total earnings outcome R9 865 337 R10 149 234 R20 868 133   R19 908 667   R9 123 630 R8 516 311 R78 431 312 R109 125 260
1 Other benefits include fringe benefits, motor car insurance and funeral benefit.
2 STI is a computation of FY2026 bonus (R6 632 897) and retention offering (R6 331 411) (paid in July 2025) for outperformance linked to the short-term performance conditions over a period of three years.
3 Total earnings outcome includes severance package and pro-rated share vesting.

Note: Total remuneration paid is different from that disclosed in the annual financial statements, as the one in the remuneration report includes LTI vested shares to reflect the full benefits earned in one total, while the annual financial statements discloses LTI vested shares separately.

Non-executive Directors’ fees

Non-executive Directors receive an all-inclusive annual retainer fee for attendance at Board meetings and an annual retainer fee based on the Committees on which they serve.

A 5.5% increase in the all-inclusive fee structure for Non-executive Directors was recommended by Remco and approved by shareholders at the 2025 AGM.

More information on remuneration

Performance outcomes and implementation detail of the following is available in the remuneration report:

  • STI outcomes for Executive Directors and Group Prescribed Officers
  • LTI vesting in FY2026
  • Total shares awarded
  • Executive Directors’ and Prescribed Officers’ minimum shareholding requirement FY2026 build-up statement

Executives’ and Group Prescribed Officers’ emoluments are set out in the annual financial statements, which are available online.

Refer to the Remuneration Committee report for its focus areas.

The separate remuneration report online includes:

  • The report from the Remco Chairperson
  • Our detailed remuneration policies
  • The implementation report for FY2026
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