JSE Limited ($JSE)

Good afternoon, and a very warm welcome, ladies and gentlemen. My name is Ben Kruger. I'm the Lead Independent Director of the JSE. A particular welcome to our shareholders present in the room here at the JSE's offices in Sandown as well as those dialing in via the Zoom AGM platform. Welcome also to our guests and the media. We really do appreciate your time, and we like to engage with our stakeholders. I have the pleasure of chairing the 21st AGM of the JSE as an incorporated company. Although, as you all know, the roots and history of the JSE stretched back 138 years to the earliest days of Johannesburg as a mining town. You might have been expecting the JSE Chairman, Mr. Phuthuma Nhleko to be sitting in his chair today, but he's unable to be present here today due to some personal circumstances and has asked me to chair this meeting. I'm joined on the podium by several Board members. On my far right is Faith Khanyile, who chairs the Group Remuneration Committee. Next to me, Ms. Siobhan Cleary, the Group Sustainable Committee Chairman; seated on my right. On my left, our new Group CEO, Ms. Valdene Reddy. Val took office on 1 April, no fools joke following Leila's retirement and has already navigated the first board cycle and is bringing a huge amount of energy to the JSE. We would like to thank Leila in her absence and Val today for what we regard as an exemplary transition in leadership at the JSE. Really well done to both of you, and thank you for all the efforts in that regard. On my far left is Ms. Fawzia Suliman, the JSE's Group Chief Financial Officer. Other members of the Board are also present. Allow me to introduce those present in the room. Ms. Zarina Bassa, Chairperson of our Audit Committee and our SRO Oversight Committees; [ Mr. Leny Brewer ] , who will be assuming the role of the Chairperson of the Group Investment Committee after the conclusion of this AGM. Mr. Thabo Leeuw. Mr. Ian Kirk is joining via Zoom link. Ian chairs our Risk Committee, and Ian will be assuming the responsibilities of Lead Independent Director at the conclusion of this AGM. Board members will be assisting me in answering your questions during the Q&A session a little later in the agenda. Speaking of which, let's turn to the agenda now. Our agenda is now hopefully reflected on your screen. I trust that all online participants can view the agenda as well. We will return to the agenda as the meeting proceeds to keep everyone informed. You can also access a copy of this agenda, the AGM notice and the reports tabled at this meeting on the JSE's Group website. Let me deal with the administrative matters pertaining to this meeting under Item 1 of the agenda. Quorum for this AGM. For this meeting to constitute a valid AGM, it must, of course, be quorate. The quorum requirements for this meeting are prescribed by our Memorandum of Incorporation and the Companies Act. At least 3 members entitled to vote must be present in person or represented either by proxy or letter of representation and at least 25% of shares in issue must be represented. Our scrutineer has confirmed that a quorum of shareholders is present or represented at this meeting, and I accordingly declare this Annual General Meeting properly constituted. This AGM is being conducted in English and is held in person here at the JSE offices in Johannesburg. The meeting is also being live streamed with shareholders to enable the widest participation by our shareholders. This electronic participation is permitted by the Companies Act 2008, the JSE listing requirements and the JSE's memorandum of incorporation. Throughout the meeting, relevant information will be presented on screen. An important element of any AGM is the interaction with our shareholders. Under Item 2, Siobhan Cleary will address the meeting on social and ethics matters as required by the Companies Act. Under Item 3, our Group CEO, Valdene Reddy, will present some brief remarks on our business and strategy. I will then open the floor under Item 3 for any questions from shareholders and guests. You may have questions relating to Siobhan's remarks or Valdene's business update or for any other director on the business and strategy of the JSE. This is your opportunity to pose questions to the Board. We will also take all questions relating to the AGM resolutions during this Q&A session before we place the resolutions before shareholders for voting. We welcome all questions and look forward to that engagement a little later in the meeting under Item 3. Voting on the AGM resolutions will take place under Item 4 of the agenda once we have concluded the Q&A session and have answered all the questions relating to the resolutions. There are 4 ways to ask questions during this meeting. [Operator Instructions] Your clicked Questions will be published and answered during the course of the meeting. Finally, as a fourth alternative, you can e-mail questions to our Investor Relations team at [email protected]. A word of thanks to those of you that have already engaged with us in the lead up to this AGM. Please note that only shareholders reflected in the share register and in possession of the necessary letter of representation or a person holding a valid proxy, which has been filed as required are entitled to vote at this meeting. The notice convening this AGM, including the agenda, was posted to shareholders on 30 March 2026 in compliance with the prescribed period for a notice of meeting. We also provide a free service to shareholders of JSE Limited. All company communications, including the AGM materials are available on ShareHub, our electronic portal. If you haven't yet registered, you can access ShareHub at www.sharehub.co.za. I propose that the notice of the AGM and the agenda be taken as read. Shareholders represented here today may wish to propose additional items for inclusion on the agenda. If so, please raise your hand now to address the meeting if you would like to propose any additional agenda items. There being no the JSE has appointed The Meeting Specialist Proprietary Limited and specifically Mr. Izzy van Schoor as the scrutineer to manage the poll and ensure all votes are correctly reported. Our external auditors, Ernst & Young, are also in attendance to exercise oversight. That concludes Item 1 on the agenda. Let's move to Item 2. Presentations of financial statements and reports. The required documentation for this meeting has been in your hands for some time now. This includes the audited consolidated annual financial statements for the year ended 31 December 2025, including the directors' report, our group Audit Committee's report and the independent auditor's report. Our integrated annual report for the 2025 financial year. Supporting reports to our integrated report being the Governance Report 2025, Sustainability Report 2025, Remuneration Report 2025, Regulatory Report 2025. These reports are comprehensive and address the various activities of the group for the 2025 financial year. I hereby present these reports to the meeting and will take them as read. These reports are nonvoting items, except for the remuneration report, which is subject to 2 advisory votes later in the meeting. I now call on Siobhan to produce and provide a brief update on sustainability matters and how the Sustainability Committee has discharged the social and ethics mandate set out in the Companies Act during 2025.

Thank you, Ben. Chairman, fellow directors, shareholders, ladies and gentlemen, it is my privilege as Chair of the Group Sustainability Committee to report back to shareholders on social and ethics matters in accordance with Section 72 of the Companies Act and the accompanying regulations. Our published sustainability report, which the Chairman has just tabled, forms part of our group's reporting suite and is available online. I would encourage shareholders and indeed all stakeholders to download that report for more information on the JSE sustainability practices and outcomes for 2025. The JSE occupies a unique position at the heart of South Africa's financial system. With this comes a responsibility that extends beyond our role as a market infrastructure provider. Corporate citizenship, ethical conduct and sustainable value creation are not ancillary to our mandate. They are integral to it. Our role as a sustainability committee is one of oversight, assurance and direction setting to ensure that the JSE operates sustainably and responsibly, contributes meaningfully to society and maintains the trust that underpins well-functioning capital markets. Let me briefly outline the mandate of the committee and the work it has overseen in 2025. The Group Sustainability Committee is a statutory committee tasked with monitoring and reporting on how the JSE contributes to social and economic development demonstrates good corporate citizenship, protects the environment, health and safety, maintains responsible consumer relationships and uphold solid labor and employment practices. To execute this wide-ranging mandate, the committee has, during the course of 2025, reviewed the JSE's sustainability strategy and delivery and performance against it, monitored the JSE's own ESG metrics or environment, social and governance metrics, guided the JSE's transformation and procurement practices, monitored the group's climate strategy and net zero planning, evaluated ethical practices and governance controls and reviewed the group's disclosures relating to sustainability practices. Through these activities, the committee has sought to ensure that sustainability and ethics considerations are embedded across the organization and in its decision-making processes. The year under review unfolded against the rapidly evolving sustainability landscape. Globally and locally, we are seeing growing pressure on corporates to manage their sustainability impacts and dependencies, growing investor appreciation of ESG factors as both drivers of risk and determinants of long-term value creation and growing concern about the accelerating impact of climate change, the need to better manage those while also continuing the transition to a low or zero carbon economy. This is coupled with heightened geopolitical and economic uncertainty, which threatens to shift attention and prioritization. This is truly a time when being able -- needing to be able to walk and chew gum at the same time is critical. Against this backdrop, the JSE believes that its role acting as a market enabler, convener and standard setter, facilitating the flow of capital towards sustainable outcomes while maintaining market integrity remains critical. So I'd like to take a few minutes now to provide some insights into the committee's role in progressing various elements of the sustainability agenda. Over the year, the committee reviewed the governance and ethical conduct of the group and continue to prioritize strong governance and ethical leadership. We approved the JSE Group sustainability policy, approved a strengthened anti-bribery and corruption policy, oversaw enhancements to the JSE's code of conduct and ethics and monitored ethical practices across the group. These actions reinforce the JSE zero-tolerance approach to unethical conduct and our commitment to maintaining trust in the JSE as an institution and as an operator of South African capital markets. The JSE continues to play a central role in mobilizing capital for sustainable development. In 2025, 29 sustainability bonds were listed, raising ZAR 23 billion for environmental and social initiatives. The Sustainability segment reached 109 listed bonds with approximately ZAR 80 billion outstanding. The JSE also continued to expand ESG-linked instruments and indices. The JSE also remains committed to receiving net zero operational emissions by 2050. During 2025, the committees oversaw progress, including a 19% reduction in Scope 1 and 2 emissions compared to a 2019 baseline. The publication of our second net zero report also available on our website. We conducted climate scenario analysis across key markets, which the Group Sustainability Committee and the Group Risk Committee are in the process of engaging with. The committee also noted that climate and sustainability considerations are increasingly embedded in product decision-making internally, including within our new products committee terms of reference. Transformation remains a foundational element of sustainable markets in South Africa. The JSE is proud to maintain its Level 1 B-BBEE rating for the third consecutive year and continues to focus on employment equity and supplier development. The committee was also pleased to note continued progress on efforts to enhance financial literacy and inclusion. These include continuing progress on incorporation of more participants in the JSE's flagship investment challenge, which reached over 66,000 participants in 2025. This initiative has been running for more than 2 decades and provides valuable exposure to markets and stock market investing. The claimant initiative reunited nearly 9,000 shareholders with approximately ZAR 9.9 million. And we continue to expand consumer education platforms, including digital tools and investment awareness initiatives. During 2025, the JSE also expanded its sustainability training and education initiatives, participated actively in national and global sustainability fora and continue to advocate for the adoption of credible, practical sustainable reporting framework at a national level. On the topic of mandatory sustainability reporting, we are conscious that several jurisdictions now mandate reporting for certain corporate entities with the International Sustainability Standards Board, Sustainability and Climate-related Disclosure standards as the reference standards. The JSE remains of the view that reporting should be done at a national level and enabled through the Companies Act. To that end, we continue to engage with the DTIC and FRSC in their policy formulation process to ensure that it's positioned within the most appropriate legislative framework in South Africa. We continue to provide sustainability and climate disclosure guidance for the market, which was reviewed again in 2025 to ensure that it remains fit for purpose. Turning now to priorities for the year ahead. The focus is on continuing to ensure that the JSE retains the high standards that is set in transformation and climate equity that we continue to advance sustainability education and support for the market on this journey, support for continued development and integrity of sustainability products, strengthening the integration of climate and sustainability risks into our enterprise risk management disciplines and ensuring corporate citizenship initiatives deliver measurable outcomes. In closing, I would like to extend my appreciation to my fellow committee members, Faith Khanyile and Thabo Leeuw, who have been diligent and enthusiastic in supporting the work of the committee over the past year. I would also like to acknowledge the work and service of Dr. Suresh Kana, who served as my predecessor as Chairman of the Group Sustainability Committee and retired in 2025. His stewardship and dedicated commitment to ethical oversight, transformation and responsible corporate citizenship have contributed materially to the progress made by the JSE over the past decade in advancing its sustainability practices. I would like to record our sincere appreciation for his contribution. I'd also like to thank the executive management and staff, particularly [indiscernible] amongst many others, for your work and support of the JSE sustainability agenda during 2025 and [indiscernible]. Sustainability is not a destination. It is a constantly evolving state of being that requires collaboration and accountability. As a financial market infrastructure, JSE has a critical role to play in shaping a future that is not only economically resilient, but also socially inclusive and environmentally responsible. We remain committed to playing our part in building a stronger, more sustainable economy for South Africa. Thank you, Chair. I'll hand back to you.

Thank you for those remarks, Siobhan. Very comprehensive remarks in that. We will take all or any questions on sustainability matters as part of the Q&A session under Item 3 of the agenda. We now turn to the CEO update, and we will ask Valdene to provide a brief update on the business, and we will then directly move into Q&A after that. Shareholders and guests will be able to ask questions relating to our business and strategy and the AGM resolutions immediately after this. Valdene?

Thank you, Chair, and good afternoon to our shareholders, stakeholders and guests. It is a privilege for me to address you today at my first AGM as Group Chief Executive Officer of the JSE. I would like to begin by acknowledging the strong foundation built over the recent years. The JSE enters the next phase from a position of resilience, financial strength and strong strategic clarity. And I would like to thank Leila Fourie for her leadership and contribution to that journey. 2025 was characterized by continued global volatility, shifting capital flows and a complex domestic environment. Against this backdrop, the JSE delivered a strong set of results while remaining disciplined in execution and focused on long-term resilience. The group delivered record results for the 2025 financial year with net profit after tax exceeding ZAR 1 billion for the first time, supported by double-digit growth in earnings and headline earnings per share for the third consecutive year. Return on equity increased to 22%, while margins remained above 30%. These results reflect the deliberate repositioning of the JSE towards more diversified and higher quality earnings. Nontrading revenue now represents 35% of the group income, supported by continued growth in information services and other annuity style revenue streams. The business also remains strongly cash generative, enabling the Board to declare an ordinary dividend of ZAR 9.61 per share, up 16% on the prior year, alongside a special dividend reflecting favorable market conditions. The Board also approved a share buyback program, which management may execute as market conditions permit. The key message is this. The JSE today is a stronger, more resilient and more diversified organization. As a financial market infrastructure, operational resilience and excellence remain fundamental to our role in the economy. In 2025, we again delivered world-class availability levels of 99.6% alongside consistently strong clearing and settlement performance. The operational strength is not simply technical. It underpins investor confidence, supports financial stability and reinforces South Africa's position within global markets. A strong and trusted capital markets remains essential to economic growth, investment and job creation in South Africa. Over recent years, the JSE has invested significantly in modernizing its infrastructure, diversifying its business and strengthening its strategic capabilities. We now move into the next phase, disciplined acceleration and execution. Our strategic focus is centered on 5 priorities. First, continuing to modernize and strengthen our market infrastructure. We are enhancing our trading, clearing and post-trade systems, including the modernization of BDA and the expansion of cloud-enabled infrastructure. These investments strengthen the scalability, resilience and competitiveness of our markets. Second, driving growth in diversified and resilient revenue streams. We continue to accelerate growth in information services, ESG-linked offerings and cross-border data solutions, supported by more scalable and less cyclical income streams over time. Third, strengthening market development and our listings pipeline. We continue to engage actively with domestic and international participants. While listing activity remains influenced by broader market conditions, we are encouraged by sustained engagement, increasing innovation in capital raise structures and ongoing development in product design and market access. Our objective remains clear to ensure that the JSE remains the leading venue for capital formation. Fourth, we look to prioritize maintaining market accessibility and overall competitiveness. We remain focused on ensuring that markets are accessible, efficient and globally competitive while continuing to invest in the resilience and innovation required for long-term growth. We continue to evolve our market structures and operating model to support liquidity, participation and sustainable market development over time. And fifth, maintaining disciplined capital stewardship. Our capital allocation framework remains consistent, investing in strategic growth initiatives, maintaining robust regulatory capital buffers, pursuing selective inorganic growth opportunities and returning surplus capital to shareholders in a disciplined and sustainable manner. In 2025, the group returned approximately ZAR 1 billion to shareholders through dividends while continuing to fund strategic investment across the business and maintaining a strong balance sheet. This disciplined approach will remain central to how we manage the business going forward. Looking ahead, global markets continue to navigate geopolitical uncertainty, trade tensions and evolving monetary conditions. Alongside this, we are seeing the rapid advances in technology, innovation and AI adoption, reshaping how markets operate and how clients are served. Domestically, progress on structural reform and economic growth remains critical. In this environment, the role of the JSE becomes even more important, supporting liquidity, enabling price discovery and facilitating capital formation. Our responsibility is to provide stability, trust and continuity, particularly during periods of uncertainty. As CEO, my focus is firmly on disciplined execution and long-term value creation. We have a clear strategy, strong institutional capability and a deeply committed team. As an early step, we implemented an executive and organizational restructure in April, aligned to our strategic priorities and focused on strengthening execution across the group as we move into the next phase. Our priority now is to translate this into sustained performance, continued innovation and measurable value creation for shareholders and the broader ecosystem. We remain committed to governance, regulatory integrity and responsible market stewardship. In closing, the JSE is stronger, more modern and more resilient organization, well positioned for the future and focused on disciplined execution. As we move into the next chapter, my commitment is clear: to lead with discipline, accountability and long-term perspective while strengthening the relevance, competitiveness and impact of the JSE. I would like to thank our employees for their professionalism and dedication, our Board for the guidance and oversight, our regulators and partners for continued collaboration and to you, our shareholders, for your ongoing trust and support. Before I conclude, I would also like to take the opportunity to acknowledge the retirement of Ben Kruger as the JSE's Lead Independent Director. Ben has made significant contribution to the JSE over many years, bringing deep financial and capital markets expertise, sound judgment and an unwavering commitment to strong governance. His leadership on the Board has been invaluable, particularly in fostering robust debate, maintaining independence and supporting management with both challenge and wisdom. Ben, on behalf of management, I would like to express our sincere appreciation for your contribution, and we wish you every success in the future. Thank you. And Chair, I hand back over to you.

Thank you very much, Valdene, for those remarks. That was unexpected, but most appreciated. Thank you very much. I think shareholders can already get a sense of the energy that Val is bringing to the JSE. The Board received a more detailed update at our meeting this morning, and we are convinced that the new Forge 2031 strategy that Val is crafting with the executive team will set the JSE on a very exciting growth path on the next chapter of its existence. Let's now move into an open Q&A session. If you have any questions pertaining to the JSE or regarding the AGM resolutions, please raise your hands. We'll take questions in the room first, and we will take questions one by one to do justice to every question. So in the room, are there any questions in the room? I can't see any hands, there are none. We will then move on to online questions by voice. Unmute participant one by one and then either myself or our colleagues will answer any voice questions.

Mr. Chair, if I could just confirm, is this -- are these questions for shareholders? Or are these open questions for guests as well?

They're primarily for shareholders, but they're for open guests as well if there's further questions.

In that case, Chair, we do have a raised hand from [ Mr. Sam Bovim ]. Please continue.

Thanks, Chair, and thanks to the Board. Can you hear me?

We can.

Awesome. The JSE has shown commendable leadership over the last 20 years, particularly with the sustainability segment, which Siobhan covered. And I'm representing Fossil Free South Africa, and we note that the JSE has helped raise ZAR 61 billion for very essential environmental and social purposes in South Africa. And we're also encouraged by the group's stated intent to expand this segment by investigating blue bonds for marine-based projects and the ongoing consultations around a more ambitious ESG equity index with higher exclusion criteria. Noting this and the consultations for the revised index have been stated to be ongoing without a clear public outcome for a while. There's a gap that exists for investors who are seeking products that exclude fossil fuel exposure or minimize it entirely. Is there a public time line and milestones for the launch of this blue bond framework and the revised more ambitious ESG index?

Sure. So with regards to the blue bond framework and Loshni and Andre, please also lean in if need be. We currently expanded or over the past years have expanded that green bond framework to a sustainability segment. Within that, we have different genres of sustainability bonds and sustainability-linked bonds that can be accommodated. So blue bonds would be an extension of that. It is not particularly a new framework that would need to be brought in, but different measures and metrics that we would need to require to just measure against the issuance. So we feel quite comfortable at this stage even to look at issuances within that framework, but then not them ready to what is relevant to a blue bond segment in measurability. And then your second question was on the ESG indices. The current FTSE ESG indices include high carbon emitters and companies with controversial governance history by design. There are consultations underway on more ambitious indices. And obviously, this will be ongoing with -- for a couple of years, but also ongoing with the market and demand. So we can't provide a firm deadline by which we'll have a revised index, but these would be handled in terms of what investor demands are as we are looking to reconstruct some of those indices.

Any further questions? If not, then can we move to questions via text box. Romy will read the questions, and then we will try to respond.

Chair, there's actually nothing posted in the Q&A chat box and nothing in the other chat box at this stage.

Thank you for that engaging Q&A session. The Board appreciates your comments and your support. And let me remind shareholders and stakeholders that management and Investor Relations are very keen on an ongoing basis to have a thorough debate on any of these matters. We want to be seen to not hide away from any of those. Let's move to the AGM resolutions then, Item 4 on the agenda. I'm pleased to present and propose the various AGM resolutions as contained in the notice of the meeting. A list of these resolutions has now been displayed on screen. We have ordinary resolutions that deal primarily with the appointment of new directors as well as the reappointment of independent nonexecutive directors on a rotational basis. We also deal with the appointment of Ernst & Young as our independent auditors and then also the reappointment of our Audit Committee members and our Group Sustainability Chair. Then we have ordinary resolutions continuing to appoint the rest of the Sustainability Committee and then a general authority to repurchase shares. Authorization for a director of the company to then implement these resolutions. We then have 2 ordinary advisory resolutions #8 and 9 being the advisory vote on the remuneration policy and then Resolution 9 being the advisory vote on remuneration implementation report. We then have a number of special resolutions granting general authority to provide financial assistance, specific authority to provide financial assistance and then to improve nonexecutive directors' emoluments for 2022. These resolutions are now on your screen and voting can take place. Please note that in terms of the JSE's memorandum of incorporation, resolutions at this meeting will be voted on by means of electronic poll rather than by a show of hands. I confirm that all AGM resolutions have been proposed to shareholders and invite you now to submit your votes via the online banking platform if you haven't already done so. Please click on the Vote Now link, and it will direct you to the voting platform. Please remember that the platform reflects all votes as automatically deposed to abstain. Therefore, please select for, against or abstain for each resolution. Please check your selections very carefully as they cannot be retracted or revoted once submitted. Once you have made your selection for each resolution, scroll down to the bottom of the page and click submit. A message will pop up on your screen confirming that your votes have been received. We will pause briefly at this point until our scrutineers confirm that all shareholders currently reflected as active on the voting platform have submitted their votes. [Voting]

Mr. Chairman, the votes are in, and we will now be closing the platform. The results will be on your screen shortly.

The results of the voting are now displayed on screen. I hereby confirm to the meeting that all resolutions have been carried by the requisite majorities, and we thank you for your support. In terms of the JSE listing requirements, detailed results of this meeting will be disclosed on SENS within 2 business days. This brings us to the conclusion of the AGM. We'd like to thank all our shareholders present in person today and also to all our online participants. I trust that this AGM has provided a meaningful opportunity to engage with the Board and executives, and we invite you to continue that beyond this meeting. It seems that the hybrid format is the new de facto standard for AGMs. This format provides the transparency, opportunity for engagement and accessibility that all hallmarks of good governance required. Thank you for all your questions and for your interest in the business and affairs of the JSE. In any organization, it is the executives and staff that shape its success through their passion, energy and efforts. Our thanks are due to our former CEO, Leila Fourie and the executive management team for their dedication in progressing our strategic agenda despite the evolving and constrained operating environment. We are grateful that Valdene has taken up the baton for the next phase of the JSE's growth and development, and we are confident that she will lead the JSE to new heights. Thanks to my fellow directors for ably supporting the JSE executive management team this year and for their counsel throughout the year. As a financial market infrastructure institution, we complete a few projects without extensive external input. I thank our many stakeholders, including clients, regulators for their collaboration and open communication on so many multiyear transformative projects. I have thoroughly enjoyed the opportunity to serve the JSE as an independent Nonexecutive Director, and I will continue to follow the fortunes of the JSE with much interest, believing that the future of the JSE is in very good hands. It is interesting to note that there are very few executive members over the age of 50. And so we do have very strong legs, young, really intelligent people with great experience, and we look forward to the time ahead. I now declare this Annual General Meeting of Shareholders closed and invite any of the participants in the room to share some refreshments outside. Thank you very much for your attendance.