Governance
report

ASSET DISPOSALS AND STRATEGIC ACQUISITIONS COMMITTEE

"The committee oversees asset disposals and progress in the Group's deleveraging plan, with the goal of implementing a business structure that balances both current operational success and long-term sustainability. The desired end result remains a focused, efficient business capable of becoming the digital-transformation enabler for our customers. Achieving an optimal capital structure will be key in achieving this."

Andrew Marshall Chairperson, Asset Disposals and Strategic Acquisitions Committee

FOCUS FOR 2022

Monitor the Group's capital structure
Monitor the execution of the deleveraging plan.

COMMITTEE COMPOSITION

The committee has been constituted to include independent Non-executive Directors and the CEO, and is made up as follows:

Andrew Marshall (Chairperson of the committee)
Mike Bosman
Andrew Mthembu

The number of meetings and attendance per committee member are shown on corporate governance.

The summaries on board of directors provide an overview of the directors' qualifications and experience.

COMMITTEE PURPOSE

The Asset Disposals and Strategic Acquisitions Committee ('the committee') was established in July 2020 with the following mandate:

Monitoring the progress of the Group's deleveraging plan.
Commissioning research into processes to follow in the disposals of assets, mainly looking at the asset and liability management of the Group, the changing economic circumstances over time and recommending action cognisant of the impact this would have on the Group's liabilities.
Providing strategic scrutiny of the Group's efforts to reorganise the businesses into coherent entities.
Streamlining the role(s) currently played by the Mergers and Acquisition ('M&A') team(s) within EOH.
Recommending the ideal business structure of EOH, ensuring a balance between the dynamics of operational success now with the challenges of a sustainable business going forward.
Coordinating divisional business research initiatives of the divisions and setting a coherent outline for the Group to debate and articulate.
Monitoring and overseeing the optimisation of the Group's capital structure.
Advising management on the structuring of the Group's debt.
Monitoring of the Group's liquidity and solvency.

TERMS OF REFERENCE

The committee finalised the terms of reference that will govern its mandate and activities.

ACTIVITIES DURING THE YEAR

The committee was able to execute on its mandate as per the terms of reference.

The committee's key focus areas for the 2021 financial year included:

Focus areas	Response
Finalisation of the terms of reference	Terms of reference for the committee were finalised and approved by the Board, with the object of optimising the capital structure.
Approval of disposals	The committee reviewed and approved the disposals commissioned as part of the deleveraging plan, the most significant of which was the sale of Syntell and Sybrin.
Advising management on the debt structuring	The term sheet with the lender group was signed and finalised.

MEETINGS

There were four meetings held during the 2021 financial year.

Andrew Marshall
Chairperson, Asset Disposals and Strategic Acquisitions Committee

26 October 2021