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2018 INTEGRATED ANNUAL REPORT Worldreginfo - 6C2e058d-71D6-43A3-B5f5-A2785affeaa3 CREATING SHAREHOLDER VALUE SINCE 1948

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Remgro_IAR_ENG_2018_20181026_12295_PRINT_ES 2018 INTEGRATED ANNUAL REPORT WorldReginfo - 6c2e058d-71d6-43a3-b5f5-a2785affeaa3 CREATING SHAREHOLDER VALUE SINCE 1948 Originally established in the 1940s by the late Dr Anton Rupert, Remgro’s investment portfolio has evolved substantially and currently includes more than 30 investee companies. INVESTOR TOOLS MORE INFORMATION This Integrated Annual Report is published as part of a set Cross-reference to relevant sections of reports in respect of the financial year ended 30 June 2018, within this report all of which are available on the Company’s website at www.remgro.com. Remgro_AFS_ENG_2018_20180919_12295_V32_ES Download from our website: Remgro_AFS_ENG_2018_20180919_12295_V32_ES Remgro_SUS_ENG_2018_201800911_12295_V11B_ES www.remgro.com View more information on our website: www.remgro.com 2018 2018 ANNUAL SUSTAINABLE FINANCIAL DEVELOPMENT STATEMENTS REPORT WorldReginfo - 6c2e058d-71d6-43a3-b5f5-a2785affeaa3 CONTENTS OVERVIEW OF BUSINESS REMGRO’S APPROACH TO REPORTING 2 Scope and boundaries of report, external audit and assurance and significant events SALIENT FEATURES 3 p.18 GROUP PROFILE 4 Summary of the Company’s business, group structure, history, our business model, ownership structure, understanding the business CHAIRMAN’S of an investment holding company, and key objectives and principal REPORT integrated risks FIVE-YEAR REVIEW AND SHARE STATISTICS 12 DIRECTORATE AND MEMBERS OF COMMITTEES 14 EXECUTIVE MANAGEMENT STRUCTURE 16 p.55 SHAREHOLDERS’ DIARY AND COMPANY INFORMATION 17 CORPORATE GOVERNANCE REPORTS TO SHAREHOLDERS REPORT CHAIRMAN’S REPORT 18 CHIEF EXECUTIVE OFFICER’S REPORT 20 CHIEF FINANCIAL OFFICER’S REPORT 25 p.86 INVESTMENT REVIEWS 32 REMUNERATION GOVERNANCE AND SUSTAINABILITY REPORT CORPORATE GOVERNANCE REPORT 55 RISK AND OPPORTUNITIES MANAGEMENT REPORT 68 SOCIAL AND ETHICS COMMITTEE REPORT 75 ABRIDGED SUSTAINABLE DEVELOPMENT REPORT 77 p.103 REMUNERATION REPORT 86 FINANCIAL REPORT FINANCIAL REPORT SUMMARY FINANCIAL STATEMENTS 103 NOTICE TO SHAREHOLDERS 128 ANNEXURE 136 SHAREHOLDERS’ ACTIONS REQUIRED FORM OF PROXY ATTACHED Remgro Limited 1 Integrated Annual Report 2018 WorldReginfo - 6c2e058d-71d6-43a3-b5f5-a2785affeaa3 REMGRO’S APPROACH TO REPORTING The 2018 Integrated Annual Report provides a holistic view of performance is available on their websites at www.rclfoods.com Remgro’s business model, how the Company is managed and and www.distell.co.za respectively. also how it manages its investments. In this regard our main focus is to provide a complete analysis of our business to satisfy the Wispeco is an unlisted wholly owned subsidiary which is operated information needs of key stakeholders that use the Integrated and managed on a decentralised basis as an independent entity Annual Report. with an autonomous Board of Directors. Based on the above, as well as the fact that Wispeco represents only 0.6% of Remgro’s The information presented thus aims to provide our stakeholders intrinsic net asset value, only summarised “non-financial“ with a good understanding of the financial, social, environmental disclosure relating to social and environmental performance and economic impacts of the Group to enable them to will be provided for Wispeco. This is in line with Remgro’s reporting evaluate the ability of Remgro to create sustainable value for on the financial performance of its investee companies. our stakeholders. Following on the philosophy outlined above, Remgro manages In order to ensure that we address all the material issues that all investee companies on the same decentralised basis, matter to us, our shareholders and other stakeholders, we also irrespective of whether they are subsidiaries, associates or joint report on matters such as: ventures. Therefore data relating to the social and environmental performance of subsidiaries, associates and joint ventures, over • Our business model; which Remgro does not exercise operational control, are not • Our most significant business risks and opportunities, covered in detail in this report. However, information is provided as identified through our integrated risk management in instances where material sustainable development issues are process; and at stake. • Governance processes. Except where otherwise indicated, all disclosures relating to social and environmental performance thus only relate to Remgro’s This Integrated Annual Report was prepared in accordance activities at its head office in Stellenbosch. with International Financial Reporting Standards, the Listings Requirements of the JSE Limited, as well as the Companies Act (No. 71 of 2008), as amended. Reporting on EXTERNAL AUDIT AND ASSURANCE sustainable development was done based on the principles The consolidated annual financial statements were audited by the and recommendations as contained in the King IV Report on independent external auditors, PricewaterhouseCoopers Inc., in Corporate Governance for South Africa (2016) (King IV). The accordance with International Standards on Auditing. The report recommendations contained in the International Integrated of the external auditors in respect of the summary consolidated Reporting Framework were also considered and applied annual financial statements is included on page 112 of the wherever possible. Integrated Annual Report. This Integrated Annual Report only includes an abridged version Various other voluntary external accreditation, certification and of the Sustainable Development Report as well as summary assurance initiatives are followed in the Group, complementing financial statements. The detailed Sustainable Development the combined assurance model as covered throughout Report and Annual Financial Statements in respect of the the Integrated Annual Report. We believe that this adds to the year under review are available on the Company’s website at quality and reliability of the information presented. Refer to www.remgro.com. the abridged Sustainable Development Report on page 77 for further details. King IV, which was published on 1 November 2016, contains a set of principles that are fundamental to good governance, as well as related leading recommended practices. The JSE Limited SIGNIFICANT EVENTS DURING AND AFTER has incorporated certain of King IV’s recommended practices THE END OF THE REPORTING PERIOD in the JSE Listings Requirements, with the effect that some of King IV’s recommended practices are in fact mandatory in On 11 May 2018 the competition authorities approved the respect of companies listed on the JSE (such as Remgro). The restructuring of Distell ownership structure. Remgro retained its Board is satisfied that the Company has applied the principles economic interest of 31.8% in Distell, but, in addition, received contained in King IV during the year under review. The Corporate unlisted B shares, which in aggregate gives Remgro voting rights Governance Report on page 55 explains how Remgro has of 56.0% in Distell. Since Remgro holds the majority of voting applied the principles enumerated in King IV with reference to rights, the investment in Distell is being consolidated at 31.8% the practices applied by Remgro. with effect from 11 May 2018. The competition authorities approved Unilever South Africa SCOPE AND BOUNDARIES OF OUR REPORT Proprietary Limited’s (Unilever) acquisition of Remgro’s 25.75% Remgro is an investment holding company and accordingly all shareholding in Unilever in exchange for Unilever’s Spreads references to “the Group“ in this context denote the Company business in Southern Africa, as well as a cash consideration and its subsidiaries. Disclosure is therefore limited to those of R4 900 million, representing a total transaction value of entities where the Group exercises control over the financial R11 900 million. This transaction valued the Unilever Spreads and operating policies of such entities, save where those business at R7 000 million. The effective date of the transaction entities disclose the relevant information in their own publicised was 2 July 2018. annual reports. Refer to the reports of the Chief Executive Officer and Chief Remgro has only three main operating subsidiaries, i.e. RCL Financial Officer on pages 20 and 25 respectively for a brief Foods Limited (RCL Foods), Distell Group Holdings Limited summary of these transactions. Besides the transactions above, (Distell) and Wispeco Holdings Proprietary Limited (Wispeco). no significant events occurred during the reporting period As RCL Foods and Distell are listed on the JSE, detailed or after the end of the reporting period, which may have a information regarding their financial, sustainability and social material impact on the size, structure or ownership of the Group. 2 www.remgro.com WorldReginfo - 6c2e058d-71d6-43a3-b5f5-a2785affeaa3 OVERVIEW OF BUSINESS SALIENT FEATURES R256.97 +7.5% +7.7% +1.8% INTRINSIC NET ASSET ORDINARY DIVIDEND HEADLINE EARNINGS HEADLINE EARNINGS VALUE PER SHARE PER SHARE PER SHARE PER SHARE excluding option remeasurement FINANCIAL Year Year ended ended 30 June 30 June % 2018 2017 change Headline earnings (R million) 8 573 8 221 4.3 – per share (cents) 1 512.6 1 485.5 1.8 Headline earnings, excluding option remeasurement (R million) 8 312 7 534 10.3 – per share (cents) 1 466.5 1 361.3 7.7 Dividends per share Ordinary (cents) 532.00 495.00 7.5 – Interim (cents) 204.00 194.00 5.2 – Final (cents) 328.00 301.00 9.0 Intrinsic net asset value per share (R) 256.97 251.48 2.2 Remgro share price at 30 June (R) 204.29 213.46 (4.3) Percentage discount to intrinsic net
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