113 No. Policy Approval 6.1.6 The approval hierarchy in terms of the Finance and Corporate Policy and procedure for the Grain SA group. Approved by the Grain SA Board on 20 June 2023 and amended by the Grain SA Board on 5 February 2025. 6.1.7 Human Resources policy and procedures for the Grain SA group of entities, inclusive of the update of disciplinary processes to comply with labour legislation. Approved by the Grain SA Board on 20 June 2023, and currently under revision for consideration by the RemCom, and employees. 6.2 GOVERNANCE AND COMPLIANCE 6.2.1 CIPC submittals 6.2.1.1 Beneficial ownership, annual returns and updates of directors had been submitted to the CIPC for both Nampo (Pty) Ltd as well as Phahama Grain Phakama NPC. 6.2.2 Risk register 6.2.2.1 The register for risk mitigation had been reviewed by the Audit and Risk Committee during June 2025. All departments and entities in the group had to submit material risks to be noted, with actions needed to mitigate such risk. 6.2.2.2 In terms of the Grain SA Constitution (Article 14.14), the Grain SA Board has the duty to annually review the top 10 risks applicable to all entities within the group. The risk register will be updated from time to time, for revision by the Audit and Risk Committee, as well as the Grain SA Board. 6.2.3 Compliance to the Memorandum of Incorporation (MoI): Nampo (Pty) Ltd, relating to NAMPO Tech 6.2.3.1 Congress 2025 approved a mandate to the Grain SA Board to consider a business plan for NAMPO Tech, should it be established at NAMPO Park. Should such a business plan be approved by the Grain SA Board, to be implemented by Nampo (Pty) Ltd, a mandate was also given to the Nampo (Pty) Ltd board of directors to embark on such a new business venture (Art. 1.2 of MoI of Nampo (Pty) Ltd). 6.2.3.2 This process and procedure was needed to comply with the provision in the MoI of Nampo (Pty) Ltd, that any new business venture must serve at Congress for final approval. 6.2.4 Distress fund 6.2.4.1 The MoI of Phahama Grain Phakama determines that any loan or grant to a director of Phahama Grain Phakama NPC, must serve for prior approval at the board of directors of PGP, and for final approval at the Grain SA Board. 6.2.4.2 A loan application had been submitted by a director of the board of Phahama Grain Phakama, for a loan from the distress fund. 6.2.4.3 The application served at the board of directors of Phahama Grain Phakama for prior approval, whereafter it was referred to the Grain SA Board for final approval. 6.2.4.4 A zero rated loan was approved to the director, with an agreement determining terms and conditions for refunding of the loan. 6.2.5 NAMPO Tech business plan 6.2.5.1 A NAMPO Tech Working Committee had been activated. 6.2.5.2 Various work sessions were completed, inclusive of negotiations with stakeholders in the agricultural and training industry, to prepare a business plan. 6.2.5.3 A clear condition by Congress was that a business plan for NAMPO Tech must firstly serve at the Grain SA Board for consideration and approval, prior to implementing. 6.2.5.4 Although various recommendations served at ExCo (Executive Committee of the Grain SA Board), the final business plan was not yet finalised to serve at the Grain SA Board during the reporting period. COMPANY SECRETARY
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