2026 GOVERNANCE & REMUNERATION REPORT Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Our value creation journey 1 FRAMING GOVERNANCE IN THE CONTEXT OF THE KING CODE 2 5 REPORTS BY THE BOARD AND ITS COMMITTEES 15 8 UPHOLDING GOOD GOVERNANCE 38 Report by the Board 15 2 FOSTERING AN Report by the Audit Committee Report by the Business Operations 17 9 SUPPLEMENTARY INFORMATION 42 ETHICAL CULTURE 3 Performance Committee 18 Report by the Governance and Strategy Abbreviations 42 Committee 19 Glossary of terms 44 STRENGTHENING 3 OUR LEADERSHIP 5 Report by the Human Capital and Remuneration Committee 20 Leadership qualifications and directorships Board and Exco meeting attendance 46 50 Report by the Investment and Finance Disclosure of information under the PFMA 52 Committee 21 Deviations, expansions and variations Report by the Risk Committee 22 DRIVING VALUE CREATION reported to National Treasury 58 4 THROUGH GOOD Report by the Social, Ethics and Sustainability Committee 23 Corporate information 62 GOVERNANCE 10 6 ENSURING FAIR REMUNERATION 24 REINFORCING CONTROLS 7 AND ASSURANCE 33 ii ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Welcome to Eskom’s FY2026 reporting suite REPORTING PERIOD FIVE REPORTS, ONE STORY 1 April 2025 to 31 March 2026 AVAILABLE AT We present a cohesive view of our performance, prospects and stewardship www.eskom.co.za/investors/integrated-results ONE STORY THROUGH FIVE DIFFERENT LENSES Each report focuses on a distinct dimension of our performance. Together, these five reports give a balanced, credible account of Eskom’s performance across strategic, financial, operational, governance and sustainability dimensions INTEGRATED ANNUAL FINANCIAL SUSTAINABILITY GOVERNANCE AND PERFORMANCE REPORT STATEMENTS REPORT REMUNERATION REPORT [NEW] REPORT [NEW] Our strategy and value creation story Our audited financial position, performance Our environmental, social and governance How we are governed and how we reward A detailed view of operational and and outlook and cash flows (ESG) impacts our people financial performance WHO IT’S FOR: The people of South WHO IT’S FOR: Shareholder, investors, WHO IT’S FOR: Stakeholders with a WHO IT’S FOR: Shareholder, providers of WHO IT’S FOR: Shareholder, analysts, Africa, providers of financial capital and our creditors, regulators, analysts, employees specific interest in our ESG performance financial capital, regulators and employees regulators and operationally focused broader stakeholder base and the public stakeholders GUIDED BY: Global Reporting Initiative, GUIDED BY: Companies Act, King IV and GUIDED BY: Integrated Reporting GUIDED BY: IFRS Accounting Standards, United Nations Sustainable Development PFMA, with pay-gap disclosures aligned GUIDED BY: PFMA and National Treasury Framework, Companies Act, PFMA, King IV; the Companies Act and PFMA Goals (SDGs), IFRS S2 and Eskom’s internal to the Companies Amendment Act’s regulations, the shareholder compact and with ISSB standards IFRS S1 and S2 under ESG framework requirements internal KPI measurement specifications assessment MATERIALITY LENS: Financial materiality: information that could influence MATERIALITY LENS: Impact materiality: MATERIALITY LENS: Matters material to MATERIALITY LENS: Operational and MATERIALITY LENS: Double materiality: users’ decisions our most significant effects on the economy, leadership effectiveness, ethical conduct, fair financial materiality - matters significant to financial and impact environment and people remuneration and long-term value creation delivering on our mandate ASSURANCE: Audited by Deloitte & ASSURANCE: Internal Audit verified the Touche on behalf of the Auditor-General of ASSURANCE: Internal Audit verified the ASSURANCE: Internal Audit verified the ASSURANCE: Internal Audit verified the disclosures; Deloitte & Touche provided South Africa disclosures; Deloitte & Touche provided disclosures; Deloitte & Touche reviewed disclosures; Deloitte & Touche provided reasonable assurance on selected KPIs and reasonable assurance on selected KPIs and consistency across the reporting suite reasonable assurance on selected KPIs and reviewed consistency across the reporting reviewed consistency across the reporting reviewed consistency across the reporting suite suite suite IF YOU ONLY READ ONE THING ... STRATEGY, VALUE CREATION AND GOVERNANCE, ETHICS AND SUSTAINABILITY AND ESG ASSURANCE AND REPORTING OUTLOOK LEADERSHIP Sustainability report QUALITY Start with our integrated report Integrated report Governance and remuneration report Environmental performance, including Integrated report In one place, it sets out our strategy, the Our strategy, business model and material Board composition, committees and emissions and water Board responsibility and signoff matters most material to Eskom, how we have matters effectiveness Social impact, community investment and Independent assurance report on selected KPIs performed against them and where we are Our operating context, risks and opportunities Ethics, compliance and combined assurance just energy transition Annual financial statements heading. It points you to the rest of the suite The C-suite’s perspectives King IV application and governance outcomes Condensed annual financial statements and Climate-related disclosures aligned with Independent auditor’s report when you want to go deeper commentary REMUNERATION AND BENEFITS IFRS S2 Contribution to the UN Sustainable OPERATIONAL AND FINANCIAL WHERE TO FIND WHAT Annual financial statements Governance and remuneration report Development Goals PERFORMANCE A quick guide to Eskom’s FY2026 reporting Our financial position, performance and cash Remuneration philosophy and policy Performance report suite, organised by the topics that matter most flows Executive and non-executive director Integrated report Performance overview to our stakeholders. remuneration 1 Companies Pay-gap disclosure under the Carbon footprint Financial ESKOM overview HOLDINGS SOC LTD Governance report 2026 Statistical information Amendment Act Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Framing governance in the context of the King Code Our approach to governance is founded on ethical Embedded in the Board charter is the requirement to conduct an annual assessment of our application of the King The areas assessed as partially applied as well as those leadership, effective oversight, informed decision- Code to consider how the principles and practices are applied across the group and identify areas where further identified for improvement reflect the governance making and accountability. This is supported by a strengthening is required. This is particularly important given Eskom’s complex operating environment, numerous challenges that remain most material to Eskom, significance and materiality framework and a delegation statutory obligations, ongoing governance and legal reforms, audit recovery programme and the need to rebuild including the need to enhance technology and cyber of authority policy which clearly define the roles and stakeholder confidence. Management conducted a self-assessment for the year, which was independently assessed. governance; strengthen risk and compliance maturity; responsibilities between the shareholder, the Board The outcome reflects a governance environment that has improved but remains in transition. improve combined assurance, address persistent and management. The group’s subsidiary governance weaknesses in the control environment, achieve framework further reinforces the consistent application clean audit outcomes and enhance reporting quality; of good governance practices across Eskom’s wholly FY2026 King IV assessment at a glance and reinforce stakeholder engagement. The Board owned subsidiaries – it promotes shared values, and its committees continue to advance governance strategic alignment and effective oversight across the 14 principles substantially applied improvements across these areas. group, while respecting the legal autonomy of each subsidiary. 2 principles partially applied GR R  efer to “Reinforcing controls and assurance” The Board recognises that upholding good governance from page 33 and “Upholding good governance” is essential to restoring trust and ensuring that Areas for improvement Governance focus from page 38 for further information on related interventions Eskom fulfils its mandate in a manner that preserves • Technology and information Mature cyber-security, artificial intelligence, digitalisation and long-term sustainability and responsible stewardship oversight of information and operational technology of public resources. The Board, supported by its King V TM was published on 31 October 2025 and committees, fulfils its fiduciary duties in accordance • Compliance Strengthen PFMA, regulatory and proactive compliance monitoring is effective for financial years beginning on or after with the Companies Act, 2008, the Public Finance • Assurance Improve combined assurance and audit outcomes 1 January 2026. In line with the guidelines of the Management Act, 1999 (PFMA) and the principles • Risk governance Strengthen forward-looking risk oversight and mitigation Institute of Directors in South Africa, the group has of the King Code on Corporate Governance for initiated a transition framework to fully adopt and South Africa. • Reporting Improve reporting quality and stakeholder-informed disclosures report under King V for the financial year commencing • Stakeholder inclusivity Move towards more outcome-focused stakeholder engagement 1 April 2026. This transition includes assessing The Board sets the strategic direction of the existing governance practices against King V TM, organisation by integrating strategy, risk, performance updating governance disclosures where required, and and sustainability as interdependent pillars of value aligning future reporting to the King V TM Disclosure creation. It also provides oversight of management’s Framework. performance and execution of the strategy to ensure The latest application register is available at www.eskom.co.za/about-eskom/leadership accountability and integrity of organisational reporting. The transition from King IV TM to King V TM is an The Board approves key strategies, policies and opportunity to further mature Eskom’s governance plans that enable the effective execution of Eskom’s landscape, with stronger emphasis on a high- mandate. Furthermore, it oversees the identification performance, ethical culture and value creation, and management of compliance obligations and compliance and prudent control, legitimacy, integrated enterprise risks, supported by internal controls and a thinking and transparent disclosure. This will further risk-based combined assurance model. support Eskom’s broader governance journey, which is moving from remediation towards a more mature, APPLYING THE KING CODE ON disciplined and outcomes-focused approach to CORPORATE GOVERNANCE governance. The Board remains committed to ethical and effective leadership, responsible corporate citizenship and sustainable value creation. To give effect thereto, it ensured the application of the principles and practices of the King IV Report on Corporate Governance™ for South Africa, 20161 (King IV) during FY2026. 1. Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved. 2 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Fostering an ethical culture An ethical culture protects value, strengthens Adherence to “The Way” is not optional; it is the way we do business in Eskom, guiding the way in which we interact with one another as well as with all our stakeholders. stakeholder trust and underpins the ability to deliver on our mandate and create a just energy future for all. The Board’s ethics manifesto supports Eskom’s values-driven approach by setting clear expectations for visible, ethical leadership, and reaffirms the Board’s collective duty to The Board, through its Social, Ethics and Sustainability abide by and act in accordance with the following commitments: Committee, oversees the governance of ethics in Eskom aligned to the King Code. Ethical leadership is central to strengthening governance practices throughout Eskom. The Board remains fully committed to fostering a high- performance, ethical culture that reflects Eskom’s values and reinforces its commitment to operating as a responsible corporate citizen – ethically, socially and To establish To visibly To ensure To ensure that To ensure To ensure that To ensure To demonstrate environmentally. a grounded support ethics that executive employees are that Eskom’s Eskom cultivates our suppliers a bias for action and mature in Eskom by management aware of the reputation a speak-up and business in fulfilling the understanding setting the tone takes ethical values is restored, culture where partners actively Board's ethics In Eskom, we believe that integrity strengthens of ethics in for a high- accountability of Eskom and and that the people feel participate manifesto in trust, and trust creates value. Consequently, Eskom that goes performance, in making ethics are empowered organisation safe to raise in rooting everything we we uphold a zero-tolerance stance to unethical beyond anti- ethical culture, a priority and to apply these becomes ethical concerns out unethical do and say conduct. corruption and and lead by actively drives values in the attractive to and report practices and compliance example ethics initiatives workplace prospective behaviour that cultivate an in Eskom employees does not comply ethical culture Our Code of Ethics, known as “The Way”, serves as and business with Eskom's the foundation of Eskom’s values-driven culture. “The partners Code of Ethics Way” is underpinned by six core values, collectively referred to as ZIISCE, which guide behaviour and decision-making at all levels of the organisation. Together, these commitments support Eskom’s broader governance priorities of strengthening accountability, improving controls, encouraging responsible decision-making Zero Harm and embedding a culture where unethical conduct is identified, corrected and prevented from recurring. protecting the Eskom way OUR INTEGRATED ETHICS FRAMEWORK Integrity Our ethics manifesto is a guiding statement of intent, anchoring our expectations of ethical leadership and reinforcing the tone from the top. Building on this foundation, our acting the Eskom way integrated ethics framework structures how we manage and continuously improve our approach to ethics. Innovation Ethics risk assessments Ethics strategy Ethics management plan thinking the Eskom way Identifies, evaluates and prioritises Guides how ethics risks are addressed and Translates strategy into practical actions, ethics-related risks across Eskom how ethical behaviour is embedded into which are monitored through structured Sinobuntu everyday decision-making governance caring the Eskom way A dedicated Ethics Office is responsible for implementing our approved ethics strategy, developing and monitoring ethics-related policies, providing guidance on ethical Customer Satisfaction matters in the workplace and facilitating annual ethics training. Where the Ethics Office is made aware of any unethical behaviour involving crime, fraud and corruption, these serving the Eskom way matters are referred to the Group Investigations and Security Department for further investigation. Excellence GR Refer to “Upholding good governance” from page 38 for more information on our response to criminality working the Eskom way 3 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Fostering an ethical culture continued Our declaration system is integrated with the contravening our ethical standards include removal LOOKING AHEAD More than 39 000 employees have participated Companies and Intellectual Property Commission from Eskom’s supplier database, referral to National Our commitment to ethics is central to delivering in ethics training by 31 March 2026, helping to (CIPC) database to verify active directorships. It Treasury for restriction on its Central Supplier sustainable performance and fulfilling Eskom’s embed a culture of integrity and accountability includes enhanced screening to identify politically Database or the implementation of temporary mandate. In the coming year, our ethics focus will be: across the organisation. exposed persons. purchasing blocks on Eskom’s procurement system. Enhancing ethics awareness Our integrated ethics framework supports a Declaration completion rate GR Refer to “Upholding good governance – Improving high-performance, ethical culture by: procurement and supply chain integrity” from page 40 for more information on our efforts to Expand ethics communication through • Ensuring that Eskom’s ethics policies are accessible Employees at all levels 99% strengthen procurement governance campaigns and initiatives to embed ethical and effective in managing ethics-related risks Board and Exco 100% behaviour and continuous improvement in • Ensuring all directors, employees and suppliers are trained on Eskom’s ethics policies SUPPORTING WHISTLE-BLOWING day‑to‑day operations • Encouraging leadership at all levels of the In some cases, employees may be unavailable to MECHANISMS organisation to demonstrate their commitment to complete a declaration because of suspension or We encourage all stakeholders to report suspected a high-performance ethical culture through their approved periods of extended absence, such as ill incidents of unlawful or unethical conduct involving Reviewing our culture programme behaviour and conduct health and maternity leave. Employees who fail to directors, employees or suppliers. Employees and • Showcasing ethical behaviour and ensuring the declare a conflict of interest, or those who do not suppliers are often the first line of defence against Conduct an independent review of our effectiveness of processes to address unethical submit a declaration when required or do not obtain crime, fraud and corruption. Therefore, it is the duty of every employee and supplier to address and report culture programme to ensure it remains fit behaviour prior approval for private work – without a valid reason – are subject to investigation and disciplinary any unethical conduct. for purpose in a competitive and • Sustaining ethical excellence through enhanced liberalised electricity market monitoring and reporting, supported by processes. Reports can be made through Eskom's independent independent assessments whistle-blowing hotline or Government’s anti- Declarations submitted by Board and Exco members • Adequately positioning and resourcing the are verified annually by the Ethics Office. No corruption channels. These mechanisms are designed Ethics Office to ensure confidentiality and uphold the integrity Deepening collaboration deviations were identified during the year. of the reporting process. Eskom's whistle-blowing MANAGING CONFLICTS OF INTEREST policy aligns with the Protected Disclosures Act, 2000 Continue to work with regulators, law Our conflict of interest, private work and business and protects whistle-blowers from victimisation or enforcement, industry partners and  he Board’s conflict of interest register, including T courtesy policies set out the responsibilities of recusals in terms of section 75 of the Companies occupational detriment. communities to promote integrity and directors and employees in identifying, declaring and Act, 2008 is available at www.eskom.co.za/about- prevent, detect, investigate and correct managing actual, perceived or potential conflicts of eskom/company-information interest. They also govern private work engagements, Independent whistle-blowing hotline misconduct supplier relationships and the exchange of business 0800 11 27 22 courtesies. This ensures that individuals act EXTENDING ETHICS TO OUR transparently and conduct business ethically, to avoid eskom@whistleblowing.co.za Upholding zero tolerance SUPPLIER BASE situations that could compromise their integrity. Eskom’s ethical standards extend to all individuals acting on its behalf, including suppliers. Any supplier Government anti-corruption hotlines Reinforce ethical leadership, accountability, All employees and directors are required to found to be in breach of our Code of Ethics is subject consequence management and 0800 701 701 submit an annual declaration of interest by to disciplinary action and potential sanctions. transparency throughout the group 30 June each year, regardless of whether a www.gov.za/anti-corruption/hotlines During the year, the Board approved a supplier conflict exists, and to update their declarations integrity policy, which builds on existing supplier when circumstances change. integrity requirements to further strengthen ethical We have continued to prioritise the timely assessment conduct, accountability and consequence management of incidents reported through our whistle-blowing across our supplier base. The policy formalises our channels to identify potential misconduct at an early approach to supplier ethical conduct in line with the stage. During the year, we assessed 95.45% of whistle- PFMA and other regulatory requirements. Supplier blower reports within 30 calendar days of being misconduct is addressed through a clear, fair and time- registered on our case management system (2025: bound process. Sanctions for suppliers found guilty of 93.40%), against a target of 80%. 4 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Strengthening our leadership APPOINTMENT OF A NEW BOARD In terms of Eskom’s memorandum of incorporation, the Board may consist of no more than 15 directors. The majority of the Board must be independent non-executive directors and there must be at least two executive directors. At the start of the year, the Board comprised 13 directors, with 11 independent non-executive directors and two executive directors. The three-year term of the non-executive directors was due to end on 30 September 2025 but was extended by the shareholder to 30 November 2025 to allow sufficient time for the appointment of new Board members. After receiving Cabinet approval in October 2025, the following changes were made to the composition of the Board with effect from 1 December 2025: Term ended on 30 November 2025 New appointments Reappointments Fathima Gany Dr Andrew Barendse Lwazi Goqwana Ayanda Mafuleka Dr Kgaugelo Chiloane Clive le Roux Leslie Mkhabela Sharmila Govind Dr Tsakani Mthombeni Bheki Ntshalintshali Dr Dimakatso Matshoga Dr Busisiwe Vilakazi Tryphosa Ramano Tshokolo Nchocho Dr Claudelle von Eck Prof. Vuyo Peach Bajabulile Tshabalala (Lead Independent Director) Thandeka Zondi-Mthembu All appointments were effective from 1 December 2025, except for Thandeka Zondi-Mthembu who was appointed from 5 December 2025. These changes were implemented to support both continuity and renewal in the Board’s oversight. The reappointments preserved institutional knowledge and stability in governance, while new appointments strengthened the Board’s collective skills, experience and diversity to enhance the maturity and sustainability of Eskom’s governance. Following these appointments, the Board is fully constituted and is appropriately positioned to execute its responsibilities, supported by its committees. Continuity in Board leadership has also been maintained with Mteto Nyati having remained as Chairman of the Board, providing stability in the Board’s strategic direction and having led a smooth transition to the reconstituted Board throughout the handover period. GR Refer to “Driving value creation through good governance” from page 10 for the Board’s structure, activities and decisions for the year, evaluation of its performance as well as its future focus areas 5 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Board of Directors at 31 March 2026 MTETO DAN CALIB BAJABULILE DR ANDREW DR KGAUGELO LWAZI SHARMILA NYATI (61) MAROKANE (54) CASSIM (54) TSHABALALA (60) BARENDSE (59) CHILOANE (50) GOQWANA (50) GOVIND (51) Chairman Group Chief Executive Group Chief Financial Officer Lead Independent Independent Independent Independent Independent Director (LID) non-executive director non-executive director non-executive director non-executive director Appointed to the Board in Appointed to the Board in Appointed to the Board in October 2022; appointed as March 2024 July 2017 Appointed to the Board in Appointed to the Board in Appointed to the Board in Appointed to the Board in Appointed to the Board in Chairman in October 2023 December 2025 December 2025 December 2025 October 2022 December 2025 G R R B G I A B R H R S B H I A G H S Ages and committee memberships reflected at 31 March 2026. GR F ull details of directors’ qualifications and directorships are included from page 46 Membership of Board committees A Audit Committee B  usiness Operations Performance B Committee G  overnance and Strategy G Committee H  uman Capital and Remuneration H Committee CLIVE DR DIMAKATSO DR TSAKANI TSHOKOLO PROF. VUYO DR BUSISIWE THANDEKA I Investment and Finance Committee LE ROUX (74) MATSHOGA (48) MTHOMBENI (46) NCHOCHO (58) PEACH (62) VILAKAZI (42) ZONDI-MTHEMBU (44) Independent Independent Independent Independent Independent R Risk Committee Independent Independent non-executive director non-executive director non-executive director non-executive director non-executive director non-executive director non-executive director S S ocial, Ethics and Sustainability Appointed to the Board in Appointed to the Board in Appointed to the Board in Appointed to the Board in Appointed to the Board in Committee Appointed to the Board in Appointed to the Board in October 2022 December 2025 October 2022 December 2025 December 2025 October 2022 December 2025 Denotes chair of a committee B G I S B H I G I R A G H S A H S A B S A G I R 6 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Board of Directors at 31 March 2026 continued Demographics Age diversity 8 6 1 4 (60+) 4 (40–49) ACI ACI White males females male ACI refers to African, Coloured and Indian population groups. Skills and experience 7 (50–59) Extensive coverage • Governance and ethics Board meetings 14 95% • Strategy and risk management Board meetings held | attendance Strong coverage Total number of Board and Board committee meetings held • • • Engineering, science and technology Financial reporting, audit and controls Funding and capital allocation 78 (2025: 78) • Information and operational technology • People management, health and safety Board training and other engagements • Stakeholder relations and change management During the year, directors participated in targeted training and engagements to deepen their understanding of Eskom’s strategic, Good coverage regulatory and operating environment. Focus areas included a Board strategy workshop, AI transformation in the power and • Climate change and environment utilities sector, the JSE’s Debt and Specialist Securities Listings • Infrastructure and project management Requirements, as well as site visits to Eskom’s Research, Testing • Legal and compliance and Development facilities and NTCSA's National Control Centre. • Operations and maintenance Following the Board transition, structured induction sessions were held for the incoming directors, together with a briefing with the Minister of Electricity and Energy. These engagements Specialist expertise supported informed Board oversight of Eskom’s strategic direction, operations, digitalisation plans, transition pathways as well as environmental, social and governance (ESG) sustainability matters, • Economics and regulation while reinforcing alignment with the shareholder’s strategic intent. 10–15 directors 7–9 directors 4–6 directors 1–3 directors Demographic information reflected at 31 March 2026. Meeting and attendance statistics refer to the full year and include both the outgoing Board and the reconstituted Board. 7 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Executive Management Committee at 31 March 2026 DAN CALIB ROMAN LEONARD NONTOKOZO DR CANDICE MAROKANE (54) CASSIM (54) CROOKES (53) DE VILLIERS (69) HADEBE (48) HARTLEY (45) Group Chief Executive Group Chief Financial Officer Group Executive: Group Capital Chief Technology and Group Executive: Strategy and Chief People Officer Appointed to Exco in March 2024 Appointed to Exco in July 2017 Appointed to Exco in November 2024 Information Officer Sustainability Appointed to Exco in March 2025 7 years in Eskom 24 years in Eskom 17 years in Eskom Appointed to Exco in November 2024 Appointed to Exco in November 2024 1 year in Eskom (including 2010 to 2015) (including 1999 to 2016) 1 year in Eskom 1 year in Eskom Ages and years of service reflected at 31 March 2026. GR F ull details of Exco members’ qualifications and directorships are included from page 48 AGNES PORTIA RIVONINGO BHEKI ALFRED MLAMBO (55) MNGOMEZULU (50) MNISI (44) NXUMALO (57) SEEMA (53) Acting Group Executive: Group Executive: Corporate Group Executive: Renewables Group Executive: Generation Group Executive: Strategic Distribution Services Appointed to Exco in February 2025 Appointed to Exco in June 2023 Delivery Appointed to Exco in August 2025 Appointed to Exco in November 2024 1 year in Eskom 29 years in Eskom Appointed to Exco in December 2024 18 years in Eskom 1 year in Eskom 1 year in Eskom 8 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Executive Management Committee at 31 March 2026 continued Demographics Age diversity Changes in executive management 1 The Executive Management Committee (Exco) is established by the Group Chief Executive 5 4 2 (60+) (GCE) and is accountable for executing Eskom’s strategy and managing day-to-day operations. 3 (40–49) IR E xco is supported by several subcommittees, which are shown under “Who we are and what we do – ACI ACI White Overview of the group” of the integrated report males females males ACI refers to African, Coloured and The following Exco changes took place during FY2026 and after year end: Indian population groups. • The NTCSA board approved the secondment of Monde Bala, previously Group Executive: Distribution, to the role of interim CEO of NTCSA from 1 August 2025. He was subsequently Skills and experience 7 appointed as CEO of NTCSA from 1 October 2025 and no longer serves as a member of Exco (50–59) • Agnes Mlambo served as acting Group Executive: Distribution from 1 August 2025 to Extensive coverage 31 May 2026 Years of service • Junaid Munshi was appointed as Group Executive: Distribution from 1 June 2026 following an • People management, health and safety executive recruitment process • Stakeholder relations and change management 0–9 years 7 • Jerome Mthembu, Head of Legal and Compliance, assumed the role of Group Executive: • Strategy and risk management Legal, Compliance and Regulation from 1 June 2026 to ensure continuity and strengthen 10–19 years 2 coordination across these interdependent functions; he became a member of Exco from that Strong coverage 20–29 years 2 date (previously served as a permanent invitee to Exco) • Engineering, science and technology Exco is supported by the following permanent invitees: Tembela Kulu, General Manager: • Funding and capital allocation Investigations and Security; Ureka Rangasamy, Chief Audit Executive; and Mlawuli Manjingolo, • Governance and ethics Group Company Secretary. The group executives for Generation and Distribution serving on Exco meetings Exco also serve as the divisional managing directors of their respective divisional operational • Infrastructure and project management 82% • Operations and maintenance boards within the Eskom company until the separate subsidiaries commence trading. attendance Going forward, our Exco structure will be expanded to include a Chief Risk Officer (CRO) to Good coverage strengthen governance and oversight of risk across the group. The CRO will be accountable for Number of Exco meetings held the consolidated enterprise risk profile and forward-looking risk intelligence to inform strategy, 21 • Climate change and environment capital allocation, funding decisions and performance management for Exco, the Board and the • Financial reporting, audit and controls (2025: 14) shareholder. • Information and operational technology After serving Eskom for 24 years, including one year acting as GCE, Calib Cassim will be retiring from his role as Group Chief Financial Officer (GCFO) in FY2027. The Board is managing the Specialist expertise Demographic information reflected at 31 March 2026. recruitment process for the incoming GCFO with a clear schedule and timelines, with the aim of Meeting and attendance statistics refer to the full year. having the successful candidate take office before the end of the 2026 calendar year. To facilitate • Economics and regulation a smooth transition, the Board is targeting a handover of up to three months between Calib and • Legal and compliance the incoming GCFO. 9–11 members 7–8 members 4–6 members 1–3 members 9 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Driving value creation through good governance OVERVIEW OF THE BOARD’S STRUCTURE The Board committees and their oversight focus are summarised below. The Board is supported by seven committees, established to assist it in discharging its oversight responsibilities. The Board delegates authority to its committees through approved terms of reference, Audit Business Operations Governance and Strategy which define each committee’s composition, mandate, Committee Performance Committee Committee roles and responsibilities; however, the Board retains overall accountability for the exercise of its powers Chair: Chair: Chair: and for Eskom’s strategic direction, governance and Thandeka Zondi-Mthembu Clive le Roux Mteto Nyati performance. The terms of reference are reviewed annually to ensure continued alignment with Eskom’s 6 members 11 meetings 6 members 8 meetings 7 members 9 meetings governance framework, strategic priorities and 100% independent 99% attendance 100% independent 84% attendance 100% independent 91% attendance applicable legislative and regulatory requirements. Oversight focus Oversight focus Oversight focus Committees report to the Board on key decisions and Financial and non-financial reporting, internal Operational and technical performance, Governance frameworks, long-term strategy, activities, enabling the Board to consider the views of its individual committees when making decisions. Where controls, audit outcomes, combined assurance, reliability of electricity supply, production group restructuring and subsidiary governance, required by the delegation of authority, the Board forensic oversight and compliance management targets, security of primary energy resources stakeholder interventions and Board approves recommendations from its committees. and operational risks effectiveness Value creation Following the reconstitution of the Board in Strengthens confidence in Eskom’s reporting Value creation Value creation December 2025, the composition of the Board’s integrity, control environment and responsible Supports improved operational reliability, Guides Eskom’s strategic direction, governance committees was reorganised to enable enhanced stewardship of public resources generation and network sustainability, and maturity and institutional transformation to governance oversight and to support the effective delivery against Eskom’s Corporate Plan and support long-term sustainability functioning of each committee, with an appropriate shareholder compact commitments balance of skills, experience and diversity. Human Capital and Investment and Finance Risk Social, Ethics and Remuneration Committee Committee Committee Sustainability Committee Chair: Chair: Chair: Chair: Sharmila Govind Bajabulile Tshabalala Dr Tsakani Mthombeni Tshokolo Nchocho 6 members 12 meetings 6 members 13 meetings 6 members 5 meetings 6 members 6 meetings 100% independent 97% attendance 100% independent 95% attendance 66% independent 89% attendance 100% independent 96% attendance includes 2 executive directors Oversight focus Oversight focus Oversight focus Human capital strategy, organisational Financial performance, financial planning, Oversight focus Ethics, corporate citizenship, social structure, succession planning, performance capital programmes, borrowing requirements, Eskom’s overall risk profile, risk appetite, responsibility, health and safety, environmental management, culture and remuneration liquidity, procurement strategies, investment enterprise resilience and oversight of risk and climate accountability, stakeholder policies decisions and major commercial transactions management across all strategic, operational, engagement and oversight of group financial and compliance risks Value creation sustainability-related matters Value creation Supports leadership continuity and Supports the group’s financial sustainability, Value creation Value creation optimal capital structures, disciplined capital Enhances resilience by ensuring that material performance, workforce skills and capability, Promotes ethical leadership, responsible allocation, funding resilience, and effective risks and opportunities are identified and ethical culture, organisational effectiveness, business conduct, sustainability performance oversight of procurement strategies and major effectively managed in support of Eskom’s and fair and responsible remuneration investment decisions and stakeholder trust strategic priorities Committee chairs and membership are reflected at 31 March 2026. Meeting and attendance statistics refer to the full year and 10 ESKOM HOLDINGS SOC LTD Governance report 2026 include both the outgoing Board and the reconstituted Board. Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Driving value creation through good governance continued All Board committees are chaired by independent BOARD ACTIVITIES AND FOCUS AREAS The Board also reflected on the broader enablers of non-executive directors. When required, the GCE, During the year, the Board focused on matters essential to Eskom’s operational and financial sustainability, operational performance, being our people, plant, GCFO and other members of executive management governance maturity and long-term strategic positioning within the evolving electricity supply industry. Many of processes and systems. It considered performance attend committee meetings as officials. The GCE the matters considered by the Board were reviewed in detail by its committees before being recommended to management, infrastructure investment, network and GCFO are members of the Risk Committee the Board for noting or approval, enabling focused oversight while preserving collective Board accountability. modernisation, digitalisation and information to support integrated oversight of enterprise risks; technology projects, customer centricity, as well as however, the committee maintains oversight by a Board focus Value created or preserved during the year initiatives to improve service delivery and operational majority of independent non-executive directors. efficiency. These included measures taken to reduce Strengthened leadership continuity, Board effectiveness and organisational capability non-technical energy losses, strengthen revenue Leadership continuity to support Eskom’s transition protection, improve network reliability as well as GR Refer to the reports by the Board and its committees limit load reduction experienced by customers in from page 15, covering the composition, purpose, Sustained the recovery momentum and maintained focus on electricity supply areas affected by infrastructure overloading, illegal activities and future focus areas of each committee Operational reliability reliability and infrastructure resilience to support energy security connections, electricity theft and meter tampering. Supported improved financial results and cost discipline while maintaining focus on Looking ahead, the reconstituted Board will continue Financial sustainability financial sustainability risks, including the regulated tariff path, declining sales, arrear to focus on the capabilities required to move Eskom municipal debt and the group’s capital structure from mere operational stability to operational Supported investment pathways for network expansion, energy storage, private excellence. The objective will be to build on the Energy transition gains achieved to date and to sustain generation sector participation and new generating capacity opportunities performance improvements, turn around network Guided legal separation and market reform to adequately position Eskom in the performance and accelerate infrastructure investment, Market reform evolving electricity industry digitalisation and customer centricity. Maintaining leadership stability, building a capable, transition- Reinforced audit recovery, PFMA compliance and the control environment, ready workforce and continuing to foster a high- Governance remediation and maintained focus on efforts to address criminality and misconduct performance, ethical culture are essential to sustaining Enhanced transparency with stakeholders as well as alignment with shareholder improved performance. Together, these support Stakeholder alignment disciplined execution, strengthen accountability and expectations, Government priorities and national energy reform ensure Eskom has the leadership and workforce capability required to deliver on its mandate. In line with the Board’s priorities communicated in our 2025 integrated report, together with external developments in the operating context during the year under review, the Board’s key focus areas centred on the SECURING LONG-TERM FINANCIAL AND following five areas of value creation. STRUCTURAL SUSTAINABILITY The Board’s financial oversight during FY2026 was DRIVING OPERATIONAL RELIABILITY AND FINANCIAL PERFORMANCE THROUGH shaped by the need to improve Eskom’s short-term GOVERNANCE-LED EXECUTION, WITH SHAREHOLDER SUPPORT financial position while addressing deeper structural During FY2026, the Board continued to oversee the stabilisation of Eskom’s operational performance and the pressures. Government’s debt relief has supported positive financial outcomes linked to that recovery. The improvement in generation performance created a liquidity and operational gains which, in turn, more stable operating environment, and the Board expects that this progress must become structural rather than have contributed to improved financial outcomes; temporary. however, the debt relief package is approaching Therefore, the Board remained actively engaged on the credibility and robustness of management’s recovery conclusion, and Eskom remains exposed to significant plans, ensuring that operational targets and initiatives were aligned with shareholder expectations. Through its challenges that threaten its standalone long-term committees, the Board considered operational performance across Generation, NTCSA and Distribution, including financial sustainability. The Board maintained regular system adequacy, generation reliability, network performance, operational risks and the root causes of loadshedding oversight of the group’s financial results, capital incidents recorded in April and May 2025. These deliberations ensured that the operational recovery is supported structure, investments needed to maintain and by appropriate governance, performance monitoring and clear accountability to sustain progress. expand infrastructure, as well as liquidity and funding plans. Furthermore, the Board considered financial assumptions and the outlook to assess Eskom’s ability to continue operating as a going concern. 11 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Driving value creation through good governance continued The Board engaged regularly on matters related to The Board’s oversight included Eskom’s Just Energy The Board’s oversight extended to future growth The action plans to address reportable irregularities Eskom’s financial sustainability, including NERSA’s Transition (JET) and ESG plan, climate change and investment opportunities, including the raised in previous years remained a focus area. Four revenue determinations and related court processes, strategy, environmental performance, compliance establishment of Eskom Green SOC Ltd, private sector reportable irregularities reported from 2022 to 2025 the tariff path and tariff structures, the impact of with Minimum Emission Standards, the responsible participation models, the funding of new generating were closed due to improvements in the related declining sales and proposals for load retention transition of Eskom’s coal-fired power stations, as well and storage capacity, as well as transmission network control environments. These relate to (i) failure pricing arrangements, compliance with the debt as liabilities relating to mine closure, environmental expansion. The Board also continued to participate in to fulfil certain duties relating to investigations, relief conditions, as well as initiatives driven through rehabilitation and nuclear decommissioning. These Government-led market reform initiatives, including (ii) incomplete or inaccurate financial records the Cost Optimisation and Revenue Enhancement sustainability matters are embedded in decisions the work of the Presidency’s Eskom Restructuring Task as required by the PFMA and Companies Act, (CORE) programme. Municipal arrear debt remains about the performance of the existing asset base, Team, which was formed in March 2026 to evaluate (iii) investigations and consequence management one of the most critical risks to Eskom’s financial capital allocation, funding and long-term system options for the establishment of an independent which were not conducted timeously in line with sustainability – the Board considered performance of planning. Transmission System Operator. While supporting the PFMA and related regulations, as well as the municipal debt relief programme, implementation the objectives of industry reform, the Board has (iv) submission of incomplete or inaccurate draft of distribution agency agreements and related Eskom will continue to operate and improve the emphasised the need for any future market model financial statements for audit. It is acknowledged that processes, as well as Eskom’s enhanced credit control performance of its existing asset base while investing to be legally robust, financially sustainable and the outstanding reportable irregularities will remain measures, which include the application of processes in new technologies, delivering projects and pursuing operationally practical to support the long-term open until all related aspects are concluded as it takes under the Promotion of Administrative Justice Act, partnerships that support a more sustainable stability of both Eskom and the broader electricity time to resolve environmental compliance matters. 2000 (PAJA) to limit or terminate supply to defaulting electricity system over time. The Board’s focus will supply industry. These matters were considered in the municipalities. The Board also engaged with National include emissions-reduction initiatives, ensuring a context of a future electricity market that will be more just transition for Eskom’s assets, and development AFS F urther details on reportable irregularities, including Treasury and the shareholder on these matters. competitive, more diversified and more dependent on actions taken and the status of each matter, are of renewable energy, gas, storage and nuclear partnerships – one that must ultimately deliver reliable discussed in note 53 in the financial statements For the reconstituted Board, the focus on financial capacity opportunities consistent with South Africa’s and affordable electricity for customers. sustainability will remain inseparable from structural Integrated Resource Plan 2025. reform. The Board recognises that tariff increases For the reconstituted Board, redefining Eskom’s During the year, the Board approved the supplier alone are not sustainable or affordable for customers; TRANSITIONING THE BUSINESS MODEL business model, group structure and market role integrity policy, thereby strengthening the governance therefore, enhancing revenue outcomes will depend AND ADAPTING THE ORGANISATIONAL within the evolving electricity supply industry remains framework for supplier conduct, accountability on diversifying revenue streams in a reformed STRUCTURE AMID MARKET REFORM a strategic priority. The Board will ensure that this and consequence management. Through its electricity market, retaining and growing sales while During FY2026, the Board continued to guide Eskom’s transition is implemented in a way that supports committees, the Board considered feedback on strengthening collection efforts, and improving positioning within a changing electricity industry. transparency, financial sustainability, operational the group’s combined assurance model, internal tariff structures. The Board will continue to oversee Eskom’s legal separation, the establishment of the continuity and the public interest. Key to this will be control environment, forensic investigations, supplier progress of the CORE programme to optimise Transmission System Operator, readiness for the diversifying revenue streams in preparation for market disciplinary processes, crime-related matters, as well Eskom’s cost base and deliver efficiencies in a South African Wholesale Electricity Market (SAWEM) reform and responding to regulatory developments, as physical and cyber-security risks and performance. sustainable manner, together with initiatives to further and the broader reform of the electricity supply including supporting an appropriate long-term strengthen the balance sheet towards a sustainable industry are reshaping Eskom’s future role. electricity pricing framework for South Africa that Eskom’s ability to sustain its turnaround depends on long-term capital structure. The Board will be focused balances Eskom’s financial sustainability with customer stronger control execution, transparent reporting, on interventions to resolve municipal arrear debt on The Board’s oversight was aimed at maintaining affordability. effective consequence management and the a structural basis through continued engagement with strategic alignment across the group while enabling prevention of recurring ethical and compliance government departments and key stakeholders. Eskom to adapt to a more competitive and diversified REBUILDING TRUST, INTEGRITY AND failures. The reconstituted Board will assess the market. The Board considered progress, options TRANSPARENCY maturity of combined assurance processes and will DRIVING PUBLIC VALUE, ENVIRONMENTAL and pathways for Eskom’s legal separation, to The Board recognises that Eskom’s recovery cannot focus on audit remediation, further strengthening STEWARDSHIP AND A JUST TRANSITION ensure that it remains aligned with national policy. be measured through operational and financial the internal control environment, enhancing Eskom’s long-term relevance depends on its It also considered regulatory developments, the indicators alone, but also through our relationships procurement governance and improving compliance. ability to balance energy security, affordability and implementation of trading agreements, restructuring with stakeholders. Rebuilding trust in Eskom is The Board will continue to oversee management’s decarbonisation in a practical and responsible way. of tariffs to better reflect the underlying component dependent on visible progress in governance, controls, efforts in addressing crime, fraud and corruption During FY2026, the Board considered future energy costs of electricity, implementation of distribution accountability and ethical conduct. through stronger prevention, earlier detection, pathways, environmental obligations, environmental agency agreements, and legal and regulatory faster investigation and more effective consequence and operational sustainability, and the role Eskom developments relating to distribution licences issued The Board monitored progress of the audit recovery management. must play in supporting South Africa’s energy by NERSA to private entities. programme, the status of reportable irregularities transition without compromising security of supply. raised by the external auditors and improvements in PFMA compliance. 12 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Driving value creation through good governance continued Furthermore, Eskom’s long-term value creation depends on sustained engagement with the shareholder, The FY2025 evaluation was conducted in the context The ratings indicate that all themes achieved an Government, regulators, customers, funders, employees, trade unions and other key stakeholders. The Board will of Eskom’s complex operating environment as a average rating above the satisfactory level of 3. The continue to play a critical role in ensuring that Eskom’s strategy, performance and transition remain aligned with state-owned company with a dual commercial and strongest-rated theme was the role of the Board, the shareholder’s strategic intent, as well as national energy policy and the expectations of our stakeholders. social mandate, significant regulatory obligations and reflecting confidence in the Board’s ability to fulfill major strategic priorities, including stabilisation of the its mandate, provide strategic direction and uphold ENABLING THE TRANSITION TO A NEW BOARD business, legal separation and the energy transition. ethical leadership. The lowest-rated theme was The reconstituted Board assumed its responsibilities at an important time in Eskom’s journey. The outgoing Board FluidRock noted that these contextual factors should Board processes and procedures, reflecting the need handed over an organisation that is significantly more stable than it was at the start of the Board’s term, with be considered when interpreting the findings and to improve the flow of information and quality of improved operational performance, strengthened governance structures, a clearer pathway to reform and a more recommendations. submissions to the Board and review committee mature understanding of the capabilities required to sustain progress. mandates, workplans and delegations of authority. This independent evaluation followed the Board’s FY2023 to FY2025 FY2026 FY2027 and beyond self-assessment for FY2024 facilitated by the Office KEY STRENGTHS IDENTIFIED of the Company Secretary, which found that the Recovery and stabilisation Embedding discipline toward Long-term sustainability and Board was generally effective, while identifying areas • Strong commitment to ethical leadership and reliability and preparing for transformation requiring targeted improvement, including access to accountability transition external professional advice, the quality and timeliness • Constructive Board culture and unity Urgently addressed the energy crisis Sustained operational Continue to lead the transition from of submissions to the Board and its committees, • Diverse skills, experience and perspectives and restored operational stability, improvements, strengthened operational stability to operational and the need to reduce the Board’s involvement rebuilt governance foundations, financial position, stabilised excellence, drive long-term financial • Improved relationship between Board and progressed legal separation and leadership, guided transitional sustainability, support infrastructure in operational matters to enable greater focus on management strengthened leadership pathways, and reinforced investment and reshape Eskom for strategic oversight. • Formal governance structures and committee compliance, accountability and long-term value creation amid market OVERALL OUTCOME support audit recovery reform and the evolving electricity supply industry The results of the evaluation indicated a high level of Board effectiveness, with the Board achieving an The evaluation highlighted several strengths in overall score of 3.3 out of 4. The Board was satisfied The Board recognises that Eskom remains in reflecting the Board’s commitment to continuous the Board’s functioning, with FluidRock noting a with its performance across most governance transition. Our task is therefore to move Eskom improvement and accountability. The results of board high degree of trust, respect and unity within the dimensions, with strong alignment to governance from recovery to resilience by embedding the gains evaluations are submitted to the shareholder for its boardroom, particularly among non-executive principles. achieved, addressing the structural challenges that consideration. directors. This was identified as an important remain and positioning Eskom for a more competitive, Overall Board effectiveness 3.3 foundation for effective functioning of the Board. diversified and sustainable electricity market. This During the year, the outgoing Board commissioned an independent evaluation relating to its performance Role of the Board 3.7 The evaluation also highlighted the strong next phase will require disciplined execution and over FY2025, with the aim of reflecting on governance commitment of directors to Eskom, and to ethical sustained focus on long-term financial, operational Board composition and structure 3.3 practices, identifying areas for improvement as well leadership and accountability. Directors were and structural sustainability, which cannot be achieved Culture and dynamics 3.3 as strengthening leadership and oversight for the recognised for their dedication to the organisation without continued stakeholder support. reconstituted Board. The independent evaluation Board committees 3.2 and public service, as well as for their awareness of was conducted by FluidRock Governance Group the Board’s role in providing effective oversight and EVALUATING THE BOARD’S Board processes and procedures 3.1 (Pty) Ltd, and the report was submitted to the Board setting the appropriate strategic direction. PERFORMANCE The Board is committed to sound governance in November 2025, prior to the induction of the Average ratings (out of 4) across each dimension. Board composition was acknowledged as a strength, practices, adopting the principles of the King Code incoming Board members. particularly in relation to diversity, skills, experience on Corporate Governance for South Africa and the and qualifications. The evaluation considered the Board’s overall Protocol on Corporate Governance in the Public effectiveness across key governance dimensions as Sector, 2002. Accordingly, Eskom conducts formal well as performance of the Board and the Chairman; evaluations of the Board, its committees and individual Board committees and their chairs; the Group directors to support continued improvement in Company Secretary, GCE and GCFO; and included board performance. Eskom has historically conducted director peer review processes. The evaluation was board evaluations annually, despite the King Code conducted through questionnaires and interviews, recommending formal evaluations every second year, with individual responses treated confidentially. 13 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Driving value creation through good governance continued As mentioned, FluidRock noted concerns relating As noted earlier, additional recommendations Overall committee average 3.46 FluidRock noted that the Board demonstrated to the flow of information to the Board and its included developing and implementing a focused diversity in professional backgrounds, race and committees, delegations of authority, workplans and Audit Committee 3.3 stakeholder engagement strategy, strengthening the gender, contributing to a balanced and inclusive agendas, time management, the number of meetings Business Operations Performance subsidiary governance framework and convening a boardroom. and the quality and timeliness of submissions. 3.3 facilitated leadership workshop between the Board Committee and the executive team to strengthen alignment, trust The evaluation also identified the need to enhance Governance and Strategy Committee 3.7 and behavioural expectations. The evaluation further noted visible progress in coordination between Board committees. FluidRock Human Capital and Remuneration strengthening the relationship between the Board and noted recurring observations regarding overlap 3.7 EXECUTING THE BOARD IMPROVEMENT Committee management during FY2025. The Chairman and GCE between committee mandates, duplication of PROGRAMME were identified as having played an important role submissions, committee coordination and the Investment and Finance Committee 3.4 Given the transition to the new Board during the in supporting this improvement, although the report need for more focused information flow between Risk Committee 3.4 latter part of FY2026, no Board evaluation will be also noted that further work remained necessary. committees and the Board. conducted relating to FY2026. The focus for the Social, Ethics and Sustainability Committee 3.4 coming year will be on monitoring and tracking the The Board was also recognised as operating within Stakeholder engagement was highlighted as an area implementation of recommendations arising from the a formalised governance framework, supported for further strengthening. FluidRock recommended Average ratings (out of 4) across each committee. FY2025 independent evaluation through an approved by structured governance processes, mandates, that the Board develop a more focused stakeholder Board Improvement Programme. Progress will be workplans and policies. Board committees were engagement strategy and plan to improve KEY RECOMMENDATIONS FluidRock made several recommendations to support reported through existing governance structures to identified as providing important support to the relationships and trust with key stakeholders. the Board’s continued effectiveness. These included support sustained improvement, strengthen Board Board in fulfilling its responsibilities. Subsidiary governance was identified as another addressing information architecture and process issues and committee effectiveness and maintain alignment AREAS REQUIRING CONTINUED important improvement area. The evaluation to improve the flow of information and decision- with the Board and shareholder’s expectations. IMPROVEMENT recommended that Eskom further strengthen making efficiency; reviewing mandates, workplans and The Board remains committed to enhancing internal its subsidiary governance framework to ensure delegations of authority; and convening a workshop structures and processes to support its strategic • Board and committee composition and skills appropriate governance and oversight of subsidiaries. aimed at strengthening committee functioning and oversight role. The Board Improvement Programme • Committee coordination and mandate clarity alignment with the Board’s strategic objectives. will focus on strengthening the effectiveness of the COMMITTEE EVALUATION OUTCOMES • Information flow and quality of submissions to Board and its committees, improving information The FY2025 evaluation also considered the The report also recommended engagement with the the Board flow and decision-making processes, enhancing effectiveness of Board committees, with all shareholder representative regarding the Board’s • Stakeholder engagement committees achieving ratings above the satisfactory tenure, rotation of members and vacancies, given committee coordination, supporting alignment • Subsidiary governance level. The Human Capital and Remuneration the importance of maintaining continuity and filling between management and the Board, and ensuring • Tracking of Board improvement actions Committee and the Governance and Strategy board vacancies timeously. Following the conclusion of that governance structures remain fit for purpose as Committee achieved the highest overall committee this evaluation in November 2025, the reconstituted Eskom continues its transition. ratings. FluidRock noted that Board committees Board commenced its term from December 2025. While the evaluation confirmed that the Board was provide valuable support to the Board, but that functioning effectively overall, it also identified areas FluidRock recommended formalising processes to committee structure, composition, information flow, requiring continued attention. facilitate the Board’s proactive involvement in its coordination and overlap between committees should receive further attention, as discussed above. composition, including proposing amendments to Board composition and skills – particularly the need to Eskom’s memorandum of incorporation and the address vacancies and strengthen expertise in areas mandate of the Governance and Strategy Committee. such as technology, cyber security and corporate finance – was a particular concern of the outgoing Board given that it was not fully constituted with 15 directors at the time. The potential disruption caused by tenure and rotation practices was further highlighted as a matter requiring consideration. 14 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Board for the year ended 31 March 2026 PURPOSE KEY ACTIVITIES DURING THE YEAR • Directors’ remuneration and salary adjustments for Directorship and attendance The Board fulfils the primary roles and responsibilities The Board considered and/or approved the following executive management Number of meetings 14 of a governing body outlined in the Companies Act, key matters, many of which were considered and • Eskom’s Risk and Resilience Plan and quarterly risk Attendance 95% 2008, the Public Finance Management Act, 1999 recommended by its committees: and resilience reporting, including feedback on the (PFMA) and the principles of King IV by: • Group annual financial statements, prepared on a root causes of loadshedding incidents in April and Membership at year end • Setting the strategic direction of the organisation going concern basis, together with the integrated May 2025 and integrating strategy, risk, performance and report, sustainability report and National Treasury • Feedback on Eskom’s interventions to address Mteto Nyati (Chairman) 14/14 sustainability as interdependent pillars of value consolidation pack criminality and misconduct Dan Marokane (GCE) 13/14 creation • Group interim financial statements and • Approval of the supplier integrity policy, which • Providing oversight through an effective governance accompanying performance commentary strengthened the governance framework for Calib Cassim (GCFO) 13/14 framework and approving key policies, plans and • Progress on the implementation of initiatives to supplier conduct, accountability and consequence Bajabulile Tshabalala initiatives that enable the effective execution of address audit findings, including Eskom’s audit management 5/5 (Lead Independent Director)1 Eskom’s strategy recovery programme and the status of reportable • PFMA application for the establishment of Eskom Dr Andrew Barendse1 5/5 • Monitoring management’s performance and irregularities Green SOC Ltd as a subsidiary of Eskom Holdings strategic delivery, ensuring accountability and • Addendum to the FY2026 shareholder compact SOC Ltd Dr Kgaugelo Chiloane 1 5/5 promoting integrity of organisational reporting • Quarterly shareholder reports submitted to the • Progress, options and pathways for Eskom’s Lwazi Goqwana 13/14 • Overseeing the identification and management shareholder, covering the group’s performance legal separation, readiness for the South African Sharmila Govind1 5/5 of compliance requirements and enterprise against the shareholder compact, compliance with Wholesale Electricity Market (SAWEM) and risks, supported by an effective internal control Government’s debt relief conditions and other trading agreements between NTCSA and Eskom’s Clive le Roux 14/14 environment and a risk-based combined assurance strategic matters for the shareholder’s attention Generation and Distribution divisions Dr Dimakatso Matshoga1 5/5 model • GCE, GCFO, Board committee and business • Commercial and funding matters, including the Dr Tsakani Mthombeni 13/14 • Fostering a high-performance, ethical culture performance reports for the relevant reporting debt buy-back strategy and long-term nuclear aligned to Eskom’s values and the Board’s ethics periods decommissioning funding arrangements Tshokolo Nchocho1 5/5 manifesto to ensure Eskom operates as an ethically, • Terms of reference of the recently separated Audit • Implementation of distribution agency agreements, Prof. Vuyo Peach 1 5/5 socially and environmentally responsible corporate Committee and Risk Committee, together with NECOM’s work to reform the electricity citizen amendments to Eskom’s MOI and delegation of distribution industry and feedback on the legal Dr Busisiwe Vilakazi 13/14 authority dispute relating to distribution licences issued by Thandeka Zondi-Mthembu2 3/5 • Board’s continuous development programme, NERSA to private entities Former members 3 which was considered alongside the Board’s • Implications of the Integrated Resource Plan 2025 performance evaluation report and King IV and the extension of the Emergency Generation Fathima Gany 9/9 application register for FY2025 Programme Ayanda Mafuleka 9/9 • Assessment of the outgoing Board’s impact over • Considerations around the sale of nuclear energy Leslie Mkhabela (former LID) 9/9 its three-year term, together with the handover attributes as an opportunity for Eskom customers report to the reconstituted Board to reduce their carbon emissions Bheki Ntshalintshali 9/9 • Board induction programme, annual meeting • Private sector participation model and funding of Tryphosa Ramano 7/9 calendar and revised composition of Board renewables Dr Claudelle von Eck 9/9 committees 1. Appointed from 1 December 2025. 2. Appointed from 5 December 2025. 3. Term ended on 30 November 2025. GR For detailed meeting attendance across all committees, refer to page 50 15 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Board continued • Conclusion of power purchase agreements under • Advancing environmental sustainability and bid window 3 of the Battery Energy Storage technology pathways, including existing emissions- Independent Power Producer (IPP) Programme reduction initiatives, as well as research and and bid window 7 of the Renewable Energy IPP development into technologies to reduce emissions Programme from coal-fired power stations and the responsible • Execution release approvals for key transmission transition of Eskom’s asset base network infrastructure projects and the distributed • Monitoring strategic execution of major capital battery energy storage project projects and related risks • Network modernisation and information • Securing Eskom’s financial sustainability, with technology projects focused attention on reducing municipal arrear • Richards Bay gas-to-power project heads of debt; supporting tariff reforms and an affordable agreement for a liquefied natural gas import long-term tariff path; addressing the declining sales terminal trend by pursuing load retention opportunities • Short-term pricing intervention and load retention and developing new revenue streams; overseeing pricing proposal for industrial smelter customers the CORE programme; and optimising the facing economic hardship group’s capital structure and long-term funding requirements • Feedback on the Cost Optimisation and Revenue Enhancement (CORE) programme • Advancing the legal separation and positioning Eskom within the evolving electricity supply • Human capital workforce skills plan industry, given market reform initiatives, regulatory • Submission to the shareholder of Eskom’s developments as well as establishment of the Corporate Plan for FY2027 to FY2031 and the independent TSO and SAWEM proposed FY2027 shareholder compact • Enabling private sector participation and investment FUTURE FOCUS AREAS in transmission network expansion and Eskom The Board has identified the following priority focus Green initiatives, and considering related ownership areas, which will continue to be driven through the and corporate structuring options activities of its committees: • Strengthening governance, ethics and supplier • Sustaining leadership stability and strengthening the integrity, and monitoring effectiveness of the leadership pipeline, investing in human capital and audit recovery programme, the internal control embedding a high-performance, ethical culture, and environment and the combined assurance model reinforcing transformation across the group • Fighting criminality and misconduct through • Driving operational improvements and long- enhanced prevention, detection, investigation, term system reliability to support the transition correction and governance oversight from crisis response to sustainable operational • Enhancing the coordination, consistency and excellence, with continued oversight of generation effectiveness of consequence management across and network performance, technical and the group non-technical energy losses, energy security, • Reconnecting and engaging with stakeholders to digitalisation and environmental compliance support Eskom’s sustainability and long-term value • Enhancing customer centricity and eliminating load creation reduction to affected communities 16 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Audit Committee for the year ended 31 March 2026 PURPOSE including security performance, executive protection FUTURE FOCUS AREAS Membership and attendance The committee’s responsibilities include: matters as well as feedback on Eskom’s interventions Focus areas for the coming year include: Number of meetings 11 • Performing the statutory responsibilities of to address criminality and misconduct • Monitoring implementation of the finance strategy, Attendance 99% an audit committee in accordance with the • Assurance reviews and investigations into alleged as well as Eskom’s financial sustainability and status Companies Act, 2008 and the PFMA, 1999 tender and contract irregularities as a going concern • Supplier disciplinary policy and quarterly reports on • Overseeing the quality of financial reporting as well Membership at year end • Overseeing combined assurance, including internal supplier disciplinary processes as the preparation of the financial statements of audit, forensic and external audit activities, as Chair: Thandeka Zondi-Mthembu1 2/2 • Status updates on actions and recommendations Eskom and its subsidiaries, the integrated report and well as financial and non-financial reporting, the related external reporting documents Dr Andrew Barendse 2/2 arising from the Standing Committee on Public 2 control environment and compliance management Accounts (SCOPA) and other parliamentary • Evaluating the effectiveness of the finance function, Sharmila Govind2 2/2 • Serving as the statutory audit committee for committee processes compliance management and the internal control Eskom’s wholly owned subsidiaries, except for • Oversight of the war rooms established to address environment Tshokolo Nchocho 2 2/2 Escap SOC Ltd, Nqaba Finance 1 (RF) Ltd and vulnerabilities in Eskom’s online vending system, • Overseeing the enhancement of the capacity and Prof. Vuyo Peach 2 2/2 NTCSA, which have their own audit committees. initially reported in FY2024, as well as the internal capability of the finance function, including specialist The committee reviews the activities of these breach of Eskom’s financial accounting system which skills and systems and integration with other Dr Busisiwe Vilakazi 10/11 subsidiary audit committees in line with Eskom’s impacted the FY2025 audit, together with related assurance and control functions Former members3 subsidiary governance framework control remediations • Assessing the maturity and effectiveness of Fathima Gany (former chair) 9/9 • Quarterly shareholder reports submitted to the combined assurance, including overseeing the KEY ACTIVITIES DURING THE YEAR internal audit function and external audit processes Ayanda Mafuleka 9/9 shareholder, covering the group’s performance The committee considered the following and, where • Overseeing the enhancement of the capacity and against the shareholder compact, compliance with Leslie Mkhabela 9/9 required, recommended matters for noting or capability of the internal audit function as well as the Government’s debt relief conditions and other approval by the Board: internal audit group operating model Dr Claudelle von Eck 9/9 strategic matters for the shareholder’s attention • Group annual financial statements, integrated • Monitoring progress of Eskom’s audit recovery • Assessment of the Group Finance Division report and related documents, going concern and programme, including sustainable remediation 1. Appointed from 5 December 2025. • Analysis of NERSA’s reasons for decision for MYPD 6 2. Appointed from 1 December 2025. impairment assessments, the status of reportable of audit findings, strengthening of the control • Municipal debt performance and progress on 3. Term ended on 30 November 2025. irregularities and the decision not to declare a environment and improvement in audit readiness Eskom’s municipal debt management initiatives, dividend for FY2025 • Exercising oversight of PFMA compliance, reportable Representation at year end including the municipal debt relief programme • Annual financial statements of Eskom’s subsidiaries, irregularities, PFMA loss control processes and • Feedback on the implementation of distribution 1 together with reports from subsidiary audit and management’s response to identified weaknesses in agency agreements and NECOM’s work to reform assurance committees the control environment 2 the electricity distribution industry • Feedback from the external auditors on key audit • Monitoring the implementation of an integrated 3 Age 3 Demographics diversity matters, the external audit opinion, management The committee provided oversight and regularly governance, risk and control (iGRC) platform representation letter and audit fees considered reports on areas such as internal audit and • Overseeing Eskom’s fraud prevention plan and • Eskom’s King IV application register for FY2025 combined assurance activities; financial performance; initiatives to combat criminality and misconduct 3 • Group interim financial statements and Eskom’s fraud prevention plan and forensic • Monitoring the organisation’s effectiveness in accompanying performance commentary, including investigations; information technology governance and implementing recommendations from forensic ACI female ACI male 40–49 50–59 60+ feedback from the external auditor’s review performance; PFMA compliance and the Loss Control findings, including consequence management and • Audit oversight strategy for the group Function; as well as Acts, Bills, regulations, policies, actions to prevent recurrence Committee’s focus Composition • Three-year rolling strategic internal audit plan and litigation and other significant legal matters. The • Exercising ongoing oversight of information Financial capital 6 members annual plans for combined assurance as well as the committee also held several in-committee meetings technology and operational technology matters external audit to deliberate on confidential and sensitive matters, that affect financial reporting, internal control and Human capital 100% independent non- • Internal audit charter as well as assessments of the including those relating to criminality and misconduct, cyber-security Intellectual capital executive directors as well as assurance reviews and investigations by law • Monitoring municipal arrear debt and related GCE and GCFO attend by group internal audit operating model and the quality enforcement bodies and external service providers. revenue recovery efforts, including progress invitation as officials of the Internal Audit Department • Progress on Eskom’s audit recovery programme, on distribution agency arrangements and other The Chief Audit Executive including the tracking of external audit findings, audit  efer to the report of the Audit Committee in AFS R interventions to strengthen payment discipline and external auditors attend by invitation readiness and strengthening PFMA compliance the financial statements for further information on • Forensic charter and strategic initiatives of the significant matters relating to the audit, internal controls, Group Investigations and Security Department, compliance and reporting considered by the committee 17 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Business Operations Performance Committee (BOPC) for the year ended 31 March 2026 Membership and attendance PURPOSE KEY ACTIVITIES DURING THE YEAR FUTURE FOCUS AREAS The committee’s responsibilities include: The committee considered the following and, where Focus areas for the coming year include: Number of meetings 8 • Overseeing Eskom’s technical performance and required, recommended matters for noting or • Reviewing technical performance and operational Attendance 84% operational matters, including safety, security, approval by the Board: matters, including production, customer service, health, environmental and insurance aspects • Operational performance across Generation, related corporate procedures, safety, security, health, NTCSA and Distribution, including priority risks environmental and insurance matters Membership at year end not within the scope of the Social, Ethics and and progress on the Generation reliability and • Providing guidance and assurance on production Sustainability Committee Chair: Clive le Roux 8/8 sustainability plan and operational risks, including the adequacy of • Monitoring the adequacy and reliability of • Adequacy of electricity supply, including system mitigation measures, as well as the Eskom response Dr Andrew Barendse 1 2/2 electricity supply, including performance against outlooks for the summer and winter periods, and to changing production profiles as a result of Lwazi Goqwana 7/8 production and supply targets set out in the root causes of loadshedding incidents that occurred the increased penetration of non-dispatchable shareholder compact and Corporate Plan and the in May 2025 renewables Dr Dimakatso Matshoga 1 2/2 performance of the capital expansion plan • Generation performance, including the operational • Overseeing the Generation Reliability and Bajabulile Tshabalala1 1/2 • Reviewing progress on strategic production and reliability and sustainability plan, performance Sustainability Plan over the short, medium and long operational initiatives, including enhancements management compacting framework and EAF term Dr Busisiwe Vilakazi 8/8 to measures reported in the Operational Health targets for FY2026 • Strengthening the reliability of coal-fired power Former members Dashboard and other operational reports, as well • Regulatory and compliance matters, including stations, the emphasis on reducing unit trips, Ayanda Mafuleka 2 4/6 as outcomes from major technical investigations atmospheric emission licence requirements and improving outage preparation and execution, and audits associated legal obligations ensuring spare parts availability and increasing the Dr Tsakani Mthombeni 3 6/6 • Distribution network performance, including grid flexibility of load-follow capability • Overseeing key production and operational risks, Tryphosa Ramano2 3/6 including the effectiveness of mitigation plans, modernisation and initiatives to reduce energy losses • Reviewing proposed changes to measures reported and guiding stakeholder engagement and public • NTCSA performance and key operational priorities, in the Operational Health Dashboard, operational 1. Appointed from 1 December 2025. communication including cyber-security and physical security risks reports and any other operational indices 2. Term ended on 30 November 2025. • Eskom’s rolling capital expenditure plan • Assessing system adequacy for the upcoming winter 3. Ceased to be a member following the appointment of new directors. • Just Energy Transition (JET) and broader clean and summer periods energy strategies, including renewable energy • Tracking progress against production and supply Representation at year end projects and greenhouse gas pollution prevention targets set out in the shareholder compact and 1 initiatives Corporate Plan • IPP grid capacity allocation process • Overseeing coal, nuclear and renewable primary 2 2 • Eskom’s cost optimisation and revenue enhancement energy supplies Demographics 3 Age (CORE) programme, and key assumptions informing • Assessing Generation’s role in new clean energy diversity the Corporate Plan for FY2027 to FY2031 initiatives 2 • Strategic and operational risks relating to • Monitoring NTCSA’s implementation of the Generation, Distribution and NTCSA, including Transmission Development Plan 2 40–49 50–59 60+ financial sustainability, municipal arrear debt, • Overseeing Distribution’s operational performance, ACI female ACI male White male electricity theft, cyber-security and operational risks including the use of technology and initiatives to • System operations, including reserve management reduce technical and non-technical energy losses and protocols and the State of the System presentation eliminate load reduction on affected communities Committee’s focus Composition ahead of public release • Monitoring findings and implementation of Manufactured capital 6 members • Innovation and technology initiatives, including recommendations arising from major technical Natural capital 100% independent non- microgrid technologies and the digital investigations and technical audits Human capital executive directors procurement project Intellectual capital GCE and GCFO attend by • Independent assurance and governance matters, invitation as officials including the BOPC committee evaluation, forensic Social and catalyst report and assurance review of the coal relationship capital automated system project. 18 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Governance and Strategy Committee (GSC) for the year ended 31 March 2026 PURPOSE • Governance framework enhancements, FUTURE FOCUS AREAS Membership and attendance The committee’s responsibilities include: including amendments to the memorandum of Focus areas for the coming year include: Number of meetings 9 • Guiding implementation of Government incorporation, subsidiary governance frameworks • Positioning Eskom within the evolving electricity Attendance 91% directives, roadmaps and policy documents and committee terms of reference supply industry, considering market reform and related to the restructuring of Eskom and the • Matters relating to Board effectiveness, including regulatory developments electricity supply industry the Board evaluation process, Board performance • Monitoring and participating in developments Membership at year end over its term, and Board and committee relating to the establishment of an independent • Providing recommendations for Eskom’s long-term Chair: Mteto Nyati 9/9 structures and membership Transmission System Operator based on strategy and restructuring initiatives to the Board recommendations of the Presidency’s Eskom Sharmila Govind 1 2/2 • Tracking the execution of Eskom’s strategy and • Board succession planning and governance- Restructuring Task Team, and supporting a recovery plans related appointments, including appointments to Clive le Roux 8/9 sustainable transition subsidiary boards and executive leadership roles • Aligning the strategic direction across Eskom • Monitoring progress on the introduction of SAWEM Dr Tsakani Mthombeni 9/9 • Eskom’s organisational structure and and its subsidiaries, including the future roles of and the launch of the market operator platform, Tshokolo Nchocho1 2/2 Generation, NTCSA and Distribution developments relating to business models for together with key milestones of Eskom’s unbundling Generation and Distribution strategy, including the establishment of a new Eskom Bajabulile Tshabalala1 2/2 • Leading and promoting key stakeholder interventions to support Eskom’s financial • Just Energy Transition (JET) and strategic energy Holdings company Thandeka Zondi-Mthembu 2 1/2 sustainability, including initiatives to strengthen the initiatives, including clean coal opportunities and • Considering risks related to the legal separation of Former members3 balance sheet renewable energy developments the National Electricity Distribution Company of • Electricity market reforms and tariff unbundling as South Africa SOC Ltd (NEDCSA) Fathima Gany 7/7 • Reviewing the Board’s size, composition, an enabler of legal separation • Supporting initiatives to strengthen Eskom’s balance skills, experience and diversity and submitting Leslie Mkhabela 6/7 • Financial sustainability initiatives, including sheet, with particular focus on addressing municipal recommendations to the Board and shareholder progress on the Cost Optimisation and Revenue arrear debt Bheki Ntshalintshali 7/7 • Facilitating the annual evaluation of the Board, • Overseeing execution of the CORE programme its committees and subsidiary boards and Enhancement (CORE) programme and municipal Tryphosa Ramano 6/7 arrear debt • Driving increased investment and execution of recommending committee structures and director Eskom Green projects, and considering related Dr Claudelle von Eck 6/7 appointments to subsidiary boards • Eskom’s participation in national strategic ownership and corporate structuring options platforms, including the G20, and alignment 1. Appointed from 1 December 2025. with Government directives and shareholder • Assisting the shareholder with the implementation of KEY ACTIVITIES DURING THE YEAR 2. Appointed from 5 December 2025. expectations Eskom’s Board succession plan 3. Term ended on 30 November 2025. The committee considered the following and, where required, recommended matters for noting or • Strategic projects and initiatives, including the Representation at year end approval by the Board: Richards Bay gas-to-power project and nuclear 1 • Eskom’s corporate strategy, including strategic procurement in support of the Integrated priorities of the Board and Exco, and outcomes Resource Plan (IRP) 2025 2 from the Board strategy workshop • Customer centricity initiatives, considering the 3 Age Demographics 3 diversity • Corporate planning and shareholder compacting needs of the customer of the future processes, including submissions to the • Key governance and compliance matters, including 3 shareholder and development of subsidiary internal policy reviews and oversight of governance 2 shareholder compacts processes ACI female ACI male 40–49 50–59 60+ • Unbundling strategy and progress on the legal White male separation, including developments relating to Generation, NTCSA and Distribution, and the establishment of a new holding company Committee’s focus Composition Financial capital 7 members, comprising the Manufactured capital chairs of each of the Board’s Natural capital committee Human capital 100% independent non- executive directors Social and relationship capital GCE and GCFO attend by invitation as officials 19 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Human Capital and Remuneration Committee (HCR) for the year ended 31 March 2026 Membership and attendance PURPOSE KEY ACTIVITIES DURING THE YEAR FUTURE FOCUS AREAS The committee’s responsibilities include: The committee considered the following and, where Focus areas for the coming year include: Number of meetings 12 • Providing oversight of human capital strategy, required, recommended matters for noting or • Driving implementation of the committee’s human Attendance 97% policies and performance, including labour approval by the Board: capital priorities, including fostering a high- relations and employment equity • Eskom’s remuneration strategy, including annual performance ethical culture; positioning Eskom remuneration reviews across employee groups as an employer of choice and enhancing skills and Membership at year end • Fostering a high-performance, ethical culture and capabilities across the group considering the ethical implications of matters • Remuneration adjustments for the Chairman and Chair: Sharmila Govind1 1/1 lead independent director, and remuneration • Monitoring human capital performance and people- before the committee related risks, including employee fatigue during Dr Kgaugelo Chiloane 1 1/1 matters for non-executive directors • Assessing the effectiveness of skills development periods of operational pressure and people management practices • Eskom’s rewards strategy and feedback on Lwazi Goqwana 11/12 bargaining unit wage negotiations with recognised • Reviewing people-related matters of Eskom’s • Ensuring appropriate succession plans are in place trade unions integrated report, corporate strategy and internal Dr Dimakatso Matshoga1 1/1 for executive directors, senior executives and audit and forensic reports Tshokolo Nchocho1 1/1 • Short-term and long-term incentive matters, prescribed officers, and reviewing these annually • Supporting culture transformation initiatives to including the FY2025 STI payout and approval of Prof. Vuyo Peach1 1/1 • Considering Eskom’s organisational structure and the FY2026 STI scheme improve employee morale making recommendations to the Board • Quarterly human capital performance, including • Promoting a speak-up culture, including whistle- Former members 2 blower awareness, protection and support, and • Overseeing the development and implementation divisional reports for Generation, Distribution, Dr Claudelle von Eck (former chair) 11/11 of remuneration policies aligned with Government strengthening a psychologically safe working NTCSA and Eskom Rotek Industries guidelines, the Board’s strategic direction and King environment Fathima Gany 11/11 • Progress on the Human Resources Division’s IV principles of fair, responsible and transparent • Ensuring appropriate support mechanisms to strategic priorities and focus areas Ayanda Mafuleka 10/11 remuneration address the impact of fraud, corruption and criminal • Ongoing culture initiatives and the organisational threats on employees and leadership Leslie Mkhabela 10/11 • Evaluating the effectiveness of performance culture review programme • Monitoring the progress on technological change on measurement approaches and the appropriateness • Organisational design programme for the Bheki Ntshalintshali 10/11 the workforce and leadership accountability across of short-term and long-term incentive schemes Eskom group divisions and functions 1. Appointed from 1 December 2025. • Recommending the appointment, removal and • Human capital policies and governance matters, • Overseeing the turnaround and development of 2. Term ended on 30 November 2025. resignation of prescribed officers and senior including employee-related policies, approval the EAL executives, ensuring these processes are robust frameworks and the employee flagging process • Monitoring implementation of leadership Representation at year end and transparent • Progress on repositioning the Eskom Academy of development programmes to strengthen leadership 1 1 Learning (EAL) as a smart campus quality and capability • Leadership development initiatives, critical skills • Overseeing leadership continuity, succession Age and the impact of emerging technologies on planning and talent management strategies, to 3 Demographics 3 diversity workforce requirements enhance leadership quality and stability • Recruitment initiatives, including executive • Reviewing balanced scorecard measures and recruitment, the e-recruitment business case and executive performance criteria, including alignment 4 efforts to improve the recruitment of persons of environmental, social and governance (ESG) ACI female ACI male 40–49 50–59 60+ with disabilities matters in executive compacts • Updates on Eskom’s wellness assistance • Monitoring the group’s diversity, equity, inclusion Committee’s focus Composition programme and belonging strategy, with a greater focus on • Human capital matters arising from internal audit gender representation at senior levels and targeted Human capital 6 members employee support initiatives reports and disclosures in the integrated and Intellectual capital 100% independent non- • Reviewing key human capital policies and sustainability reports Social and executive directors remuneration-related matters including • The committee’s independent evaluation report relationship capital GCE and GCFO attend by benchmarking and oversight of personnel costs invitation as officials • Promoting awareness of gender-based violence and ensuring appropriate employee support mechanisms 20 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Investment and Finance Committee (IFC) for the year ended 31 March 2026 PURPOSE • Conclusion of power purchase agreements under FUTURE FOCUS AREAS Membership and attendance The committee’s responsibilities include: the Battery Energy Storage IPP Programme and the Focus areas for the coming year include: Number of meetings 13 RE-IPP programme, together with matters relating • Securing Eskom’s financial sustainability and • Providing oversight of Eskom’s financial planning, to the DEE Gas IPP Procurement Programme long-term viability, including consideration of Attendance 95% including budgets, capital programmes, borrowing requirements and procurement strategies • Terms and approvals relating to credit facilities and funding needs, engagement with capital markets loan funding for the first phase of the distributed and reducing reliance over time on Government Membership at year end • Reviewing and approving business cases for new battery energy storage system (BESS) project, support and guarantees ventures, capital investments, projects, disposals including the New Development Bank’s R1.4 billion Chair: Bajabulile Tshabalala1 5/5 • Addressing declining electricity sales volumes and and other commercial transactions loan facility municipal arrear debt, with continued oversight of Lwazi Goqwana 12/13 • Monitoring the planning, execution and close-out • Progress on Group Capital’s capacity expansion revenue recovery initiatives and engagement on Clive le Roux 13/13 phases of major capital projects programme, including execution, design and Government interventions • Overseeing Eskom’s treasury activities concept release approvals for transmission, • Considering transfer pricing arrangements and Dr Dimakatso Matshoga 1 5/5 distribution, generation and grid modernisation the diversification of revenue streams within the Dr Tsakani Mthombeni 12/13 KEY ACTIVITIES DURING THE YEAR projects evolving electricity supply industry The committee considered the following and, where • Network modernisation and Group IT projects, • Strengthening capital allocation discipline Thandeka Zondi-Mthembu2 4/5 required, recommended matters for noting or including the advanced metering infrastructure and driving cost optimisation through the Former members3 approval by the Board: programme and the digital procurement CORE programme to improve Eskom’s cost Tryphosa Ramano (former chair) 8/8 • Eskom’s Treasury and liquidity position, programme competitiveness and efficiency including compliance with debt relief conditions, • Feedback on Koeberg’s long-term operation • Increasing focus on strategic infrastructure and 1. Appointed from 1 December 2025. quarterly Treasury reporting, hedge accounting, project, assessing key supplier matters, funding of energy transition decisions, including transmission 2. Appointed from 5 December 2025. intercompany loan with NTCSA, and progress on expansion, renewable energy, gas and nuclear long-term nuclear decommissioning provisions and 3. Term ended on 30 November 2025. the optimal capital structure the nuclear new build programme strategy projects, and private sector participation • FY2026 financial and capital plans, as well as the • Update on Municipal arrear debt, including the opportunities Representation at year end 1 longer-term financial plan for FY2027 to FY2037 arrear municipal debt tracker and write-offs • Enhancing risk management and maintaining • Feedback on the MYPD 6 revenue determination under National Treasury’s municipal debt relief regulatory alignment 2 process, including NERSA’s reasons for decision, programme, as well as Eskom’s compliance with • Promoting stronger governance, process discipline Age 3 Eskom’s regulatory clearing account applications debt relief conditions. and committee effectiveness Demographics 3 diversity for FY2024 and FY2025 and matters relating to • Approved trading agreements between NTCSA • Considering Eskom’s approach to MYPD 7, negotiated pricing and load retention proposals and Eskom’s Generation and Distribution divisions tariff restructuring proposals and reforms to the 2 • Reports on procurement deviations, expansions • Eskom’s Environmental, Social and Governance Electricity Pricing Policy to support an affordable 1 and variations of contracts, together with updates Plan, coal mine closure and environmental long-term tariff path ACI female ACI male 40–49 50–59 60+ on procurement strategies approved by the rehabilitation liabilities and the environmental White male committee and implementation of the Public rehabilitation investment plan Procurement Act, 2024 • Feedback on South African Reserve Bank Committee’s focus Composition • Progress on Eskom’s Just Energy Transition, the compliance, the Treasury specialist audit, Treasury renewables project portfolio, the Eskom Green audit status and material audit findings on Financial capital 6 members SOC Ltd funding model and the Eskom Renewables procurement Manufactured capital 100% independent non- land lease programme executive directors • Progress on timelines for the disposal of Eskom • Approved the private sector participation strategy Finance Company SOC Ltd GCE and GCFO attend by for the renewable energy funding framework and • Relocation of Matla Mine 1 to extend the life of invitation as officials alternative funding mechanisms mine and disposal of Medupi’s excess coal • PFMA application for the establishment of Eskom Green SOC Ltd as a subsidiary of Eskom Holdings In addition to the matters outlined above, the SOC Ltd committee approved items within its delegated • New generation capacity allocation for the authority and recommended matters exceeding repowering of Hendrina, Grootvlei and Camden its approval limits to the Board. These included power stations procurement strategies, capital investment approvals and revisions, negotiated pricing agreements and other commercial decisions. 21 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Risk Committee (RC) for the year ended 31 March 2026 PURPOSE • Terms of reference and annual agenda plan to FUTURE FOCUS AREAS Membership and attendance The committee’s responsibilities include: support effective oversight of risk governance Focus areas for the coming year include: Number of meetings 5 • IT governance, data management matters and • Providing oversight of Eskom’s strategic • Assisting the Board in overseeing the governance of Attendance 89% risk and alignment to Eskom’s strategic objectives cyber security policies, including cloud strategy, and key operational risks • Overseeing the effectiveness of Eskom’s enterprise data frameworks and POPIA compliance • Embedding enterprise risk and resilience oversight risk management framework, including the • Cyber security and technology governance matters, through ongoing monitoring of quarterly risk Membership at year end including the Eskom cyber-security and Group reporting and emerging risk trends identification, assessment and mitigation of key risks Non-executive directors Technology King IV dashboards, as well as the • Reviewing Eskom’s risk appetite and tolerance • Monitoring Eskom’s risk profile against approved levels and recommending these to the Board Chair: Dr Tsakani Mthombeni 5/5 risk appetite and tolerance levels overarching cybersecurity governance framework • Status of information technology projects across • Improving governance, risk and compliance Dr Andrew Barendse1 2/2 • Reviewing the adequacy of internal controls, oversight through enhanced visibility of risk assurance processes and risk management systems the Group Dr Kgaugelo Chiloane1 2/2 management dashboards • Providing independent oversight and challenge to • Financial crime incidents and the adequacy of • Refreshing the enterprise risk and resilience Thandeka Zondi-Mthembu2 2/2 management on key strategic, operational, financial measures to protect Eskom’s physical infrastructure management plan to align to the Corporate Plan and compliance risks • Risk-related policies and operational risks, including • Strengthening financial risk protection through Executive directors • Ensuring alignment with applicable regulatory the supplier disciplinary policy and risks associated oversight of the annual insurance plan and budget Calib Cassim 3/5 with new Distribution products and services requirements and governance standards, including • Enhancing security, crisis readiness and financial Dan Marokane 3/5 compliance with the Public Finance Management • Eskom’s insurance plan and budget for FY2027, crime management through regular monitoring of Act (PFMA) and King IV principles together with the risk landscape and related security performance, incident management and Former members insurance mitigation measures mitigation strategies Fathima Gany3 2/3 KEY ACTIVITIES DURING THE YEAR • Assurance matters, including Internal Audit’s • Improving technology risk management through Clive le Roux 4 3/3 The committee considered the following and, where catalyst report, the Internal Audit plan and the oversight of cyber security, Group Technology required, recommended matters for noting or combined assurance plan for FY2027 performance and King V TM -aligned dashboards Bheki Ntshalintshali3 3/3 approval by the Board: • Strengthening assurance through oversight of Dr Busisiwe Vilakazi 4 3/3 • Eskom’s enterprise risk and resilience management internal audit outcomes and the rolling Internal framework, including the review of the Risk and Audit and combined assurance plans 1. Appointed from 1 December 2025. • Enhancing management of risks linked to Resilience Management Plan for FY2026 to FY2028 2. Appointed from 5 December 2025. and the Risk and Resilience Management Policy AI-enabled tools 3. Term ended on 30 November 2025. 4. Ceased to be a member following the appointment • Risk profile covered in quarterly risk and • Improving oversight of climate-related risks of new directors. resilience reports Representation at year end 2 2 Age Demographics diversity 4 4 ACI female ACI male 40–49 50–59 Committee’s focus Composition Financial capital 6 members, comprising both Intellectual capital executive and non-executive Manufactured capital directors Social and 66% independent non- relationship capital executive directors 22 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Report by the Social, Ethics and Sustainability Committee (SES) for the year ended 31 March 2026 PURPOSE • Environmental compliance and sustainability FUTURE FOCUS AREAS Membership and attendance The committee’s responsibilities include: matters, including the Minimum Emission Focus areas for the coming year include: Number of meetings 6 • Executing the statutory responsibilities of a social Standards exemption decision, Medupi flue gas • Strengthening oversight of Eskom’s ethics Attendance 96% and ethics committee in accordance with the desulphurisation cost-benefit analysis, water supply management strategy and supporting governance Companies Act, 2008 risks and mine closure and environmental liabilities frameworks associated with Eskom’s coal supply agreements • Supporting Eskom’s role as a socially responsible Membership at year end • Overseeing socio-economic development, good corporate citizenship, environmental and climate • Human capital sustainability and compliance corporate citizen, in line with its developmental Chair: Tshokolo Nchocho1 1/1 with labour and employment regulations, as mandate, through strengthened corporate social initiatives, and health and safety, including providing Dr Kgaugelo Chiloane 1 1/1 assurance on selected sustainability KPIs well as safety, health, environmental and quality responsibility and sustainable development performance practices Sharmila Govind1 1/1 • Monitoring nuclear strategies, policies and safety performance in line with regulatory requirements • Stakeholder engagement reports and Eskom’s • Maintaining compliance with the Companies Act, Clive le Roux 6/6 and international best practice supplier development, localisation and 2008 and applicable nuclear safety regulations, Prof. Vuyo Peach1 1/1 industrialisation performance and implementing applicable provisions of the • Serving as the social and ethics committee for Eskom’s wholly owned subsidiaries, excluding • Performance reports for Eskom Enterprises SOC Companies Amendment Act, 2024 relating to social Dr Busisiwe Vilakazi 6/6 Ltd, Eskom Finance Company SOC Ltd, Eskom NTCSA, which has a separate social and ethics and ethics committees Former members committee Development Foundation NPC and Eskom Rotek • Monitoring environmental compliance, remediation Industries SOC Ltd plans for areas of non-compliance, and Eskom’s Bheki Ntshalintshali (former chair)2 5/5 KEY ACTIVITIES DURING THE YEAR • Reports on Group Capital’s capacity expansion response to climate change and the Just Energy Fathima Gany 2 5/5 The committee considered the following and, where programme and related business performance Transition Leslie Mkhabela 2 4/5 required, recommended matters for noting or reports • Overseeing performance against stakeholder approval by the Board: • Forensic and anti-corruption reports, Internal engagement plans Dr Tsakani Mthombeni3 4/5 • Eskom’s ethics status monitoring reports, King IV Audit reports and the Internal Audit and combined • Guiding the continued development and Dr Claudelle von Eck 2 5/5 application register and progress in addressing assurance plans for FY2027 implementation of Eskom’s ESG framework reportable irregularities • Supplier disciplinary policy and progress in • Considering supplier rehabilitation and restorative 1. Appointed from 1 December 2025. 2. Term ended on 30 November 2025. • Progress on Eskom’s Just Energy Transition, Eskom’s addressing the reportable irregularity raised in justice practices 3. Ceased to be a member following the appointment Environmental, Social and Governance Plan, terms of the Auditing Profession Act, 2005 of new directors. Climate Change Strategy and Environmental, Social and Governance framework SR R  efer to the sustainability report for more Representation at year end 1 1 • Integrated report and sustainability report information relating to Eskom’s sustainability for FY2025, including feedback on the group practices 2 sustainability audit and assurance over selected Age sustainability key performance indicators Demographics 3 diversity • Nuclear oversight reports, nuclear safety matters and the results of the 2025 World Association of 2 Nuclear Operators peer review 3 ACI female ACI male 40–49 50–59 60+ White male Committee’s focus Composition Financial capital 6 members Manufactured capital 100% independent non- Natural capital executive directors Human capital GCE and GCFO attend by Intellectual capital invitation as officials Social and relationship capital 23 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration REMUNERATION REPORT FOR THE YEAR ENDED 31 MARCH 2026 INTRODUCTION Eskom’s remuneration practices are: payable when Eskom achieves defined financial and The Companies Amendment Act, which was signed • Aligned with stakeholder expectations and Eskom’s operational outcomes, reinforcing accountability In April 2026, following four rounds into law in July 2024, introduced stringent new transformation ambitions, reinforcing both short- and alignment with shareholder compact criteria of negotiations that commenced in reporting obligations for public entities and state- term operational improvement imperatives and the • Concluded the income differential process launched November 2025, Eskom concluded a owned companies (SOCs) through provisions to long term sustainability agenda in FY2018 to address pay inequities identified three‑year collective wage agreement with enhance transparency and disclosure of remuneration • Driven by performance by the then Department of Labour, reinforcing two of its recognised trade unions – NUM and pay equity. While certain provisions took Eskom’s commitment to organised labour and our (National Union of Mineworkers) and • Responsive to evolving regulatory requirements, effect on 27 December 2024, the commencement practice of fair, responsible remuneration Solidarity. Although the National Union of including the Companies Amendment Act, 2024 date for the remuneration and pay-gap disclosure • Awarded cost‑of‑living adjustments to managerial Metalworkers of South Africa (NUMSA) requirements under sections 30A and 30B was HIGHLIGHTS FOR THE YEAR staff, which were determined with consideration did not sign, the agreement is binding on all formally proclaimed and effected on 22 May 2026. FY2026 represented a pivotal period in strengthening for affordability and individual performance bargaining unit employees in line with the Accordingly, Eskom has adopted the requirements of executive and leadership capacity under the outcomes, and aligned to market benchmarks Labour Relations Act, 1995, including those section 30B to enhance its remuneration disclosure stewardship of the Group Chief Executive (GCE). affiliated with NUMSA. The agreement is • Undertook a comprehensive review of Eskom’s in this report. This includes disclosure of actual In line with the Board’s mandate, shareholder effective from 1 July 2026 to 30 June 2029. remuneration architecture, recognising that the remuneration earned by directors, prescribed officers requirements and the provisions of the Companies organisation’s long‑term viability and ability to fulfil and employees, together with pay gap analysis. Notwithstanding the conclusion of the wage Amendment Act, the Board also implemented several its mandate are intricately linked to the capability agreement, NUMSA referred a dispute to notable interventions affecting remuneration-related and quality of its workforce. The review provided GOVERNANCE AND OVERSIGHT OF the Commission for Conciliation, Mediation matters. Collectively, these measures support Eskom’s an informed perspective on areas where Eskom’s REMUNERATION and Arbitration (CCMA); Eskom is opposing strategy by aligning leadership incentives with strategic practices diverge from prevailing market practice The Human Capital and Remuneration Committee the matter on the basis that a valid and imperatives, embedding accountability and ensuring and talent expectations (HCR) is mandated by the Board to provide binding collective agreement has already been that remuneration outcomes are directly tied to • Negotiated a revised Recognition Agreement with independent oversight of Eskom’s human capital concluded with the majority unions. shareholder compact criteria. organised labour for implementation in FY2027, to policies and remuneration practices. Its role is position labour relations for our evolving operating The agreement guarantees stability in the to ensure that remuneration across all employee The following key interventions were implemented model energy sector by preventing labour unrest, categories – non-executive directors (NEDs), during the past year: • Appointed independent non-executive directors supporting reliable power supply and executives, managerial and bargaining unit level • Continued our deliberate investment in people to the boards of Eskom’s subsidiaries – Eskom protecting the economy from disruption. By employees – is fair, responsible and transparent; – by attracting and retaining skills, and offering Enterprises SOC Ltd, Eskom Rotek Industries SOC committing to this deal, both management and consistent with Eskom’s long-term strategy, risk performance based incentives – to support the Ltd, Escap SOC Ltd and Eskom Development labour have chosen partnership over conflict, appetite and stakeholder expectations; and supports significant turnaround in operational performance Foundation NPC – to diversify the skills mix of giving the country the certainty it needs to workforce stability. • Maintained the short-term incentive scheme for those boards and thereby enhance oversight of the plan, invest and grow. In line with King IV principles, HCR provides assurance executives and employees which was reintroduced subsidiaries in FY2025 to ensure that all levels of staff are Beyond immediate stability, the agreement to stakeholders that remuneration practices are not incentivised to contribute to Eskom’s long-term Collectively, these interventions reinforce Eskom’s future‑proofs both Eskom and the energy only equitable but also aligned with Eskom’s strategic performance and sustainability. Payments are self- commitment to fair, responsible and transparent sector by enabling sustainability. A predictable objectives in the short, medium and long term. King funded from operational efficiencies in compliance remuneration practices. labour environment allows Eskom to IV’s emphasis on sustainability and integrated value with the remuneration-related condition of strengthen operational efficiency, invest creation is embedded in Eskom’s remuneration the Eskom Debt Relief Act, 2023 as amended, in cleaner technologies and build the skills framework, which links incentives to strategic with no reliance on tariff increases or windfalls. PR R  efer to “Growing our people – Remuneration pipeline required for the energy transition. It priorities and shareholder compact outcomes. Importantly, incentive payments are linked to the and benefits” in the performance report for safeguards livelihoods today while ensuring grid achievement of annual organisational targets and more detail resilience and energy security for generations parameters, subject to a performance gatekeeper to come. – the requirement to achieve the budgeted profit before tax. This ensures that incentives are only 24 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued OUR APPROACH TO REMUNERATION Variable incentives are structured to balance retention We are embedding a high performance, ethical HCR ensures that Eskom’s remuneration practices of scarce and critical skills as well as affordability culture; building critical and future ready skills; encourage sustainable value creation, support with Eskom’s transformation ambitions. Short- shaping a future fit, productive organisation; and achievement of our strategic objectives and advance term bonuses and long-term performance awards positioning Eskom as an employer of choice. These long-term sustainability by: are linked to the achievement of individual and pillars guide our efforts to strengthen leadership, • Adhering to principle 14 of King IV and its organisational performance objectives, subject to enhance capability and foster a resilient, values driven recommended practice, which requires that defined gatekeepers. These gatekeepers include workforce aligned to Eskom’s transformation agenda. remuneration practices are fair, responsible ESG-related metrics and targets outlined in the Corporate Plan and shareholder compact, thereby Our employees and leaders are deeply connected to and transparent, and promote sustainable value ensuring that remuneration outcomes reinforce our core purpose of “Powering growth sustainably” creation within Eskom’s economic, social and Eskom’s operational imperatives, sustainability agenda and to our vision of “Sustainable power for a environmental context and stakeholder expectations. better future”. Through their commitment, we • Implementing Government’s guidelines for the deliver reliable electricity, drive transformation and remuneration and incentives of executives, contribute meaningfully to South Africa’s prosperity. REWARDING PERFORMANCE THAT SECURES prescribed officers and NEDs of SOCs FINANCIAL DISCIPLINE AND OPERATIONAL • Complying with the remuneration-related Key outcomes of the review of Eskom’s remuneration SUSTAINABILITY condition of the Eskom Debt Relief Act, which architecture included: This important objective focuses on securing Eskom’s requires that remuneration adjustments do not long term sustainability by strengthening operational • Building leadership and institutional sustainability negatively affect Eskom’s overall financial position performance and reinforcing financial discipline. by embedding fairness, equity and outcome‑based and sustainability It is anchored in robust governance practices that remuneration aligned with evolving workforce • Applying the Companies Amendment Act, support a sustainable, investment grade performance dynamics and stakeholder expectations by disclosing remuneration policies and trajectory. Achieving this requires operational • Reinforcing operational resilience through implementation reports, including pay‑gap ratios, excellence and improving revenue certainty, reward mechanisms that incentivise exceptional total earned remuneration of directors and profitability, cash flow stability and balance sheet performance, reliability and accountability prescribed officers, and comparative analysis resilience. • Balancing financial stability with competitiveness of highest‑ and lowest‑paid employees by identifying employee benefits optimisation • Ensuring alignment of individual performance Eskom’s transformation hinges on its people: opportunities that deliver value without to Eskom’s transformation ambitions and our workforce is central to delivering reliable excessive cost organisational targets set in the shareholder electricity, advancing the Just Energy Transition and • Supporting the restructuring and unbundling compact positioning Eskom as the foremost contributor to of Eskom into generation, transmission and • Linking executive remuneration to ESG principles South Africa’s economic growth and prosperity. distribution entities by aligning remuneration through the renumeration framework that Our remuneration framework is a strategic lever for frameworks to attract, motivate and retain reflects the material ESG matters included in the accountability, transformation and sustainable value scarce skills shareholder compact, Corporate Plan objectives creation. It is designed to reward performance that • Enabling the energy transition by benchmarking and KPIs, and Board priorities restores reliability, strengthens sustainability and pay for renewable energy specialists critical to the contributes directly to South Africa’s economic decarbonisation imperative Separate remuneration policies are in place to growth and prosperity. reflect the distinct remuneration practices applicable to NEDs, executives, managerial employees and bargaining unit employees. Each category is addressed in the sections that follow. 25 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued ELEMENTS OF REMUNERATION The table below sets out the elements of remuneration, our policy objectives and how these support Eskom’s strategic objectives: Element Policy objective Strategic intent Design principle Total guaranteed Reward executives and employees fairly and Attract and retain critical and future ready Fixed pay based on affordability, aligned to remuneration consistently according to their roles and their skills while balancing affordability and Eskom’s the median of the market benchmarks and (TGP) individual contributions to the organisation’s debt relief obligations shareholder guidelines. Annual reviews linked performance, by providing fair, responsible and to collective agreements and Eskom’s financial transparent pay across all categories of staff Benchmark our TGP with peers similar in position revenue, asset base, number of employees and operating methods but, more importantly, the companies that we would compete with for talent Support labour stability, inclusive prosperity and operational resilience Various guaranteed Support employee wellness, resilience and Ensure our employees have access to decent Medical aid, pension, group life and generous benefits engagement and affordable healthcare benefits leave benefits to remain competitive, sustainable and aligned to Eskom’s agenda to Advance workforce stability and retention in a be an employer of choice high demand energy sector Short term Create a high-performance culture by Drive delivery against shareholder compact Incentives tied to audited outcomes and incentives (STI) rewarding individuals and teams for achieving KPIs, operational recovery targets and cost subject to defined gatekeepers, which are self and/or exceeding the organisation’s objectives, optimisation imperatives funded from operational efficiencies, not tariff by linking pay to annual business performance increases outcomes and reinforcing accountability. These include financial and non-financial measures Long term Align leadership behaviour with long term Retain scarce leadership talent and embed Multi year performance awards linked to incentives (LTI) sustainability and transformation imperatives accountability for Eskom’s Just Energy sustainability, transformation and governance Transition and clean energy pipeline, with clear outcomes, with vesting subject to Board line of sight to the group’s strategic direction discretion and employment continuity. Establish line of sight between executive decisions, shareholder compact outcomes, value creation and long term organisational sustainability Remuneration of Ensure fair and transparent remuneration for Reinforce independence, accountability and Fees determined in line with Government NEDs governance oversight alignment with shareholder expectations SOC guidelines 26 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued REMUNERATION PRACTICES FOR NON- Accordingly, NED remuneration during FY2026 considerations and the responsibilities associated approved annual meeting allocation, in accordance EXECUTIVE DIRECTORS comprised the following components: with Board oversight. This approach supports with the approved remuneration framework. Any HCR considers and recommends the remuneration remuneration decisions that are market-informed, additional meetings exceeding the approved 20% of NEDs to the Board. In turn, the Board submits its equitable and aligned with sound governance threshold require separate shareholder approval. recommendation to the shareholder for approval Fixed monthly retainer principles while ensuring the long-term sustainability Based on a directors' membership and/or of the organisation. Board members are remunerated for attendance in accordance with Eskom’s memorandum of chairmanship of Board committees at scheduled meetings and approved additional incorporation and the remuneration framework REMUNERATION BASED ON MEETING meetings. However, they are not remunerated for any applicable to SOCs. ATTENDANCE meetings attended beyond that threshold (reflected Quarterly meeting fees The shareholder approves the number of scheduled as ad hoc meetings in the table below). The total With effect from 1 April 2024, the shareholder approved a revised remuneration structure which Based on attendance of Board and meetings in terms of the Board meeting calendar, number of scheduled, additional and ad hoc meetings introduced a hybrid model comprising a fixed monthly committee meetings, capped based on the which is prepared in advance of each calendar correlates to the number of meetings disclosed in the retainer together with attendance-based meeting number of meetings approved by the year. Provision is also made for additional Board respective Board committee reports. fees. Meeting fees are payable only for attendance shareholder and committee meetings of up to 20% above the at Board and committee meetings and capped at the maximum number of meetings approved by Scheduled Additional Ad hoc Total Incidental expenses the shareholder, consistent with Government's per Board approved Total paid meetings (not meetings remuneration guidelines. The approved remuneration Reimbursement of expenses incurred by Number of meetings calendar meetings1 meetings remunerated) held framework further provides that, where governance directors in fulfilling their duties towards Eskom Board 8 1 9 5 14 requirements require additional Board or committee Audit Committee 8 1 9 2 11 meetings beyond the approved annual meeting Business Operations Performance allocation, meeting fees are payable for up to 4 1 5 3 8 The NED remuneration structure is set out below. Committee 20% additional meetings above the approved Governance and Strategy annual allocation. In recognition of their additional Fee components 4 1 5 4 9 Committee governance responsibilities, the Chairman and Human Capital and Remuneration chairpersons of Board committees receive higher Board retainer fees 4 1 5 7 12 (paid monthly) Per year Committee remuneration. Investment and Finance Committee 6 1 7 6 13 Chairman R1 598 572 Board member R446 749 Risk Committee 4 1 5 – 5 The revised remuneration structure reflected Social, Ethics and Sustainability prevailing governance and market practices at the Meeting fees based on approved 4 1 5 1 6 Committee time of approval and was intended to position meetings (paid quarterly) Per meeting Eskom's NED remuneration broadly at the market Committee chair R86 601 Total 42 8 50 28 78 median. The framework enhanced transparency, Committee member R57 734 1. Capped at 20% of the number of meetings originally scheduled per the Board calendar. accountability and equitable remuneration by linking remuneration to governance responsibilities and Independent benchmarking is undertaken periodically During the year, the Board and its committees held In addition to formal Board and committee meetings, meeting participation more directly during a period of by external remuneration advisors to assess the a total of 78 meetings (2025: 78), exceeding the Board members participated in workshops, heightened governance oversight and organisational appropriateness, fairness and competitiveness of number of meetings catered for in the shareholder- parliamentary portfolio and standing committee transformation, while remaining aligned with the Eskom's NED remuneration. The benchmarking approved remuneration framework, reflecting the meetings, site visits and engagements with key shareholder's remuneration framework. methodology incorporates a balanced group of Board's commitment to fulfilling its governance and stakeholders. These activities did not attract any comparator organisations, including SOCs, regulated fiduciary responsibilities during a period of heightened additional remuneration despite requiring significant utilities, large South African corporates, energy organisational demands. Additional meetings and time and commitment. organisations, engineering and infrastructure-intensive engagements were necessary to ensure timely businesses, and other organisations with comparable decision-making, protect organisational resilience, BREAKDOWN OF NED REMUNERATION maintain stakeholder confidence and uphold the The year-on-year increase in NED remuneration governance responsibilities. highest standards of governance, which demanded reflects that the Board is now fully constituted, with Given Eskom's scale, complexity and strategic national the number of NEDs increasing to 13 (2025: 11). intense and frequent oversight. mandate, benchmarking outcomes are considered together with the shareholder's remuneration framework, governance requirements, affordability 27 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued R’000 2026 2025 GOVERNANCE OF SUBSIDIARIES VARIABLE REMUNERATION The appointment of experienced NEDs at NTCSA Guaranteed component Variable remuneration is linked to the achievement of Non-executive directors of and Escap has strengthened subsidiary board Remuneration and benefits individual and organisational performance objectives, Eskom Holdings SOC Ltd effectiveness and supported Eskom’s broader Ensures that talented individuals are attracted, subject to defined gatekeepers. Short-term incentives Current directors 16 673 10 400 transformation and unbundling strategy, aligned to retained and receive support to perform their (STIs) relate to a single financial year, whereas long- Mteto Nyati (Chairman) 2 811 2 724 the Electricity Regulation Act, 2006 and the national roles efficiently with consistency and equity term incentives (LTIs) cover a three-year period. Bajabulile Tshabalala energy transformation agenda. 582 – across the organisation To encourage a high-performance culture, the Board (Lead Independent Director)1 Dr Andrew Barendse1 611 – Remuneration structures for subsidiary boards were Variable component reinstated short- and long-term incentive schemes for Dr Kgaugelo Chiloane1 495 – benchmarked and harmonised with those of Eskom executives in FY2025 following shareholder approval. Lwazi Goqwana 1 948 1 775 Holdings, while allowing for appropriate differentiation Short-term Long-term incentives Before this, bonuses were last paid to executives Sharmila Govind1 640 – to reflect the unique mandates, governance in FY2017 given Eskom’s financial constraints. The Clive le Roux 2 237 incentives Ensures the long- 2 496 complexities and operational challenges of individual reimplementation of incentive schemes was critical Dr Dimakatso Matshoga1 553 – Facilitates term sustainability of subsidiaries. It will also safeguard the independence to align executive and top management performance Dr Tsakani Mthombeni 2 496 1 832 and effectiveness of subsidiary boards by ensuring performance the organisation with organisational objectives, ensure delivery against Tshokolo Nchocho1 640 – that their remuneration structures avoid conflicts of through a results- through retention performance compacts and maintain compliance with Prof. Vuyo Peach1 495 – interest, preserve objective judgement and enable driven approach and long-term governance and shareholder frameworks. Importantly, Dr Busisiwe Vilakazi 2 237 1 832 directors to discharge their fiduciary duties without that is collaborative, performance the reintroduction of variable remuneration also Thandeka Zondi-Mthembu2 669 – undue influence. transparent and fair conditions and forms a central component of Eskom’s executive Former directors3 9 409 11 996 targets retention strategy, recognising that competitive Fathima Gany 1 857 2 352 REMUNERATION PRACTICES FOR incentive structures are essential to retaining the Ayanda Mafuleka 1 395 1 832 EXECUTIVES specialised leadership talent required to drive Eskom’s Eskom remunerates executives based on the size GUARANTEED REMUNERATION operational turnaround and long-term sustainability Leslie Mkhabela 1 568 1 832 and complexity of their role and on performance Guaranteed remuneration is fixed and includes in an evolving electricity industry, while mitigating Bheki Ntshalintshali 1 481 1 775 Tryphosa Ramano 1 453 2 006 outcomes. Their packages are approved in line allowances for motor vehicle expenses and personal the risk of losing top leadership to both local and Dr Claudelle von Eck 1 655 2 199 with shareholder guidelines for SOCs and public security. Permanent employees also receive international markets. sector parameters, and reviewed annually against compulsory benefits, including medical aid, pension, Fees for serving on Eskom Board 26 082 22 396 dread disease and death benefits, and group life cover. affordability, performance delivery and market SHORT-TERM INCENTIVES Eskom NEDs serving on The GCE and Chief Technology and Information subsidiary boards alignment. The STI scheme approved by the shareholder is Officer are appointed on fixed-term contracts, while subject to qualifying criteria and the achievement Escap SOC Ltd4 2 321 318 Recruitment and retention of top-tier executives the GCFO and the remaining executive management of predetermined performance measures. Only Ayanda Mafuleka 5 1 230 188 remain challenging given the burden of financial are permanently employed in accordance with executives who have been employed by Eskom for Leslie Mkhabela6 1 091 130 prudence, compliance with shareholder guidelines and Eskom’s standard conditions of service. six months or longer during the relevant financial year NTCSA SOC Ltd7, 8 1 627 2 177 the reluctance of professionals to join a state-owned qualify for participation in the STI scheme. company which was, until recently, in crisis. To ensure Executive remuneration packages are reviewed Dr Busisiwe Vilakazi 1 096 1 104 annually considering affordability and are subject fair remuneration of executives and top management, The STI is payable only after the completion of the Tryphosa Ramano3 531 1 073 to oversight by HCR to ensure adherence to the independent benchmarking exercises are conducted external audit and is therefore based on Eskom's Total remuneration 30 030 24 891 annually to compare Eskom’s remuneration with shareholder’s remuneration framework. Executives audited full-year financial and performance results. the median of the market relative to peers of are not involved in decisions relating to their own In accordance with the shareholder's remuneration 1. Appointed on 1 December 2025. similar revenue, market capitalisation and operating remuneration – HCR retains the authority to approve, framework, any STI payment to the GCE and GCFO 2. Appointed on 5 December 2025. complexity. Remuneration packages are positioned amend, defer or decline remuneration adjustments. is subject to shareholder approval. 3. Term ended on 30 November 2025. 4. Fees paid by Escap SOC Ltd. at the 50th percentile of the market and balances In accordance with the shareholder's remuneration 5. Appointed on 8 October 2024. competitiveness with fiscal responsibility. Executive framework, remuneration adjustments for the GCE 6. Appointed on 5 September 2024. remuneration comprises both a guaranteed and and GCFO are subject to shareholder approval. 7. Fees paid by Eskom Holdings SOC Ltd. 8. The Eskom board approved the appointment of Lwazi variable component which is designed to demonstrate Goqwana as a non-executive director of NTCSA on a clear relationship between performance and 29 January 2026; he began participating in NTCSA board remuneration, based on the following principles: and committee activities from 1 April 2026. Therefore, no remuneration in respect of his appointment was payable for the year ended 31 March 2026. 28 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued Performance conditions include financial and HCR reviews the performance outcome at the end The performance awards are deemed to be valued at R1 each at grant date non-financial targets in areas such as ensuring of the three-year vesting period and recommends the and are escalated at a money market rate to determine the value at reporting business sustainability and reliability of electricity vesting outcome and related payment to the Board date. The carrying value of the outstanding performance awards amounted to supply, providing for future power needs as well as for approval. The Board retains discretion to adjust R45.4 million at year end (2025: R28.1 million). supporting South Africa’s developmental objectives. the vesting outcome, notwithstanding the level of The performance conditions are complemented by a performance achieved. The performance awards awarded on 1 April 2023 (grant 13) vested on 31 March set of gatekeeper conditions. 2026. The performance outcome resulted in a final vesting outcome of 36.67%. Actual performance against each measure is The vesting outcome and related payment were approved by the Board on 28 LONG-TERM INCENTIVES assessed at the end of the vesting period against the August 2026. The shareholder-approved LTI scheme provides predetermined threshold, target and stretch levels. for the granting of performance awards to eligible The outcome for each measure is then applied to Performance awards vested executives. Performance awards are subject to its approved weighting. The weighted outcomes are Performance predetermined performance measures aligned with aggregated to determine the final performance-based awards vested on Performance Eskom's Corporate Plan and shareholder compact, vesting percentage, subject to the applicable scheme 31 March 2026 award payable incorporating both financial and non-financial conditions and any discretion adjustment applied by (grant 13) (grant 13) objectives. Performance is assessed over a three-year the Board. Name Number R’000 period, with awards vesting only to the extent that the prescribed performance measures have been A reconciliation of the outstanding performance Calib Cassim1 6 000 000 – achieved. awards is disclosed below. Monde Bala 3 397 170 1 246 Bheki Nxumalo 3 397 170 1 246 Vesting of the performance awards is conditional Performance awards 2026 2025 Total 12 794 340 2 492 on the executive remaining in Eskom’s employment Granted on 1 April 2023 16 191 510 16 191 510 throughout the vesting period. The performance (grant 13) 1. Payout of R2.2 million is subject to shareholder approval. awards lapse if employment ceases during the vesting Granted on 1 April 2024 34 191 510 34 191 510 PERFORMANCE AWARDS OUTSTANDING PER EXCO MEMBER period, other than for reasons permitted under the (grant 14) scheme rules, such as death. Granted on 1 April 2025 Performance (grant 15) to Exco 56 436 270 – awards Future Potential vesting outcomes range from 0% to 100% of members outstanding performance the performance award. Each performance measure Granted on 1 April 2025 (grant 14 and 15) awards payable includes defined threshold, target and stretch (grant 15) to other 9 858 090 – Name1 Number R’000 performance levels, with on-target performance executives1 resulting in a 50% vesting outcome for the GCE and a Forfeited during the year2 (6 794 340) – Dan Marokane 36 000 000 22 860 30% vesting outcome for other executives (2025: 50% Vested during the year (12 794 340) – Calib Cassim 12 000 000 6 096 for all participants). Bheki Nxumalo 9 545 220 4 499 Outstanding at year end 97 088 700 50 383 020 Roman Crookes 4 452 000 1 696 The performance measures included the following: 1. Performance awards granted to Monde Bala (6 148 050) and Nontokozo Hadebe 4 346 040 1 656 • Loadshedding Jerome Mthembu (3 710 040) based on their membership Dr Candice Hartley 4 240 050 1 615 • EBITDA of Exco during FY2025 and in accordance with scheme rules. Portia Mngomezulu 4 346 040 1 656 They were no longer Exco members at 31 March 2026. Rivoningo Mnisi 4 558 050 1 737 • Debt relief conditions 2. Performance awards due to Segomoco Scheppers for Alfred Seema 4 346 040 1 656 • Just Energy Transition grant 13 and grant 14 were forfeited on 31 December 2025 upon his retirement from Eskom. Total2 83 833 440 43 471 • Audit findings relating to internal controls • Unbundling 1. Based on the term of his fixed-term contract, Len de Villiers does not qualify for an LTI award. 2. Monde Bala and Jerome Mthembu were no longer Exco members at 31 March 2026 and are therefore not disclosed above. Monde Bala has a total of 9 545 220 performance awards outstanding with future performance awards payable of R4.5 million, subject to vesting outcomes for grant 14 and 15. Jerome Mthembu has a total of 3 710 040 performance awards outstanding with future performance awards payable of R1.4 million, subject to vesting outcomes for grant 15. 29 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued BREAKDOWN OF EXECUTIVE AND TOP MANAGEMENT REMUNERATION 1. No fees were paid to executives for serving on subsidiary boards. Only members of Exco are regarded as prescribed officers of the company. Their remuneration disclosed below 2. STI amounts disclosed in the current year include employer pension contributions relating to the FY2025 STI scheme for Calib Cassim (R291k), Bheki Nxumalo (R349k) and Monde Bala (R352k). Refer to footnotes 4 and 5 for covers only the period for which an individual served as a member of Exco. further information on the STIs and LTIs for Dan Marokane and Calib Cassim. 3. Other payments include accumulated leave paid out, long-service awards as well as allowances and insurance 2026 2025 cover. Where applicable, sign-on bonuses, separation payments and ad hoc payments to the pension fund are also disclosed as other payments. Category, R’0001 Salary STI2 LTI Other3 Total Salary STI Other3 Total 4. Only the interim FY2025 STI payout was disclosed under the previous year. The final payout for the FY2025 STI Current Exco members scheme of R2.5 million was not disclosed in FY2025 as it was still subject to shareholder approval. It was approved for payment in the third quarter of FY2026 and is disclosed in the current year. A payout of R3.7 million for the Executive directors 15 902 4 504 – 5 292 25 698 15 000 1 211 2 601 18 812 FY2026 STI scheme is not disclosed above as it is awaiting shareholder approval. Other payments for FY2025 include the GCE’s sign-on bonus. Dan Marokane 4 9 542 2 499 – 142 12 183 9 000 765 1 963 11 728 5. Only the interim FY2025 STI payout was disclosed under the previous year. The final payout for the FY2025 STI Calib Cassim2, 5 6 360 2 005 – 5 150 13 515 6 000 446 638 7 084 scheme of R1.7 million was not disclosed in FY2025 as it was still subject to shareholder approval. It was approved for payment in the third quarter of FY2026 and is disclosed in the current year, along with the related employer Other group executives 38 788 15 590 1 246 1 493 57 117 15 091 2 584 401 18 076 pension contribution of R291k. A payout of R2.3 million for the FY2026 STI scheme is not disclosed above as it is awaiting shareholder approval. Furthermore, an LTI payout of R2.2 million relating to the vesting of grant 13 is not Roman Crookes 6 4 452 1 589 – 83 6 124 1 750 – 37 1 787 disclosed above as it is also awaiting shareholder approval. Other payments for FY2026 include R4.8 million paid Nontokozo Hadebe6 4 346 1 956 – 120 6 422 1 708 – 24 1 732 to the Eskom Pension and Provident Fund (EPPF) to augment the retirement benefit for pensionable service lost during his fixed‑term employment from 2018 to 2023, resulting in approximately three years and two months of Dr Candice Hartley7 4 240 1 376 – 112 5 728 333 – 4 337 pensionable service being added in accordance with the EPPF’s fund rules. This was approved by HCR. Agnes Mlambo8 2 006 – – 176 2 182 – – – – 6. Appointed on 1 November 2024. Portia Mngomezulu6 4 346 1 956 – 214 6 516 1 708 – 32 1 740 7. Appointed on 1 March 2025. 8. Agnes Mlambo was appointed as acting Group Executive: Distribution from 1 August 2025. The NTCSA board Rivoningo Mnisi9 4 558 1 760 – 143 6 461 717 – 29 746 approved the secondment of Monde Bala, Group Executive: Distribution, to the role of interim CEO of NTCSA Bheki Nxumalo2 6 148 3 116 1 246 428 10 938 5 800 2 584 208 8 592 from 1 August 2025. He was subsequently appointed as CEO of NTCSA from 1 October 2025; his remuneration is Alfred Seema10 4 346 1 956 – 136 6 438 1 367 – 34 1 401 disclosed up to 30 September 2025, when he ceased to be a member of Exco. Monde Bala’s payout of R2.2 million for the FY2026 STI scheme and an LTI payout of R1.2 million relating to the vesting of grant 13 are not disclosed Len de Villiers6 4 346 1 881 – 81 6 308 1 708 – 33 1 741 above as he is no longer a member of Exco. 9. Appointed on 1 February 2025. Former Exco members 1 910 352 – 51 2 313 20 366 4 698 7 374 32 438 10. Appointed on 1 December 2024. Monde Bala 2, 8 1 910 352 – 51 2 313 5 800 2 610 121 8 531 11. Served as Chief Information Officer until 31 October 2024. No longer a member of Exco following implementation of the new Exco structure in FY2025. Faith Burn11 – – – – – 2 293 – 64 2 357 12. Former Group Executive: Human Resources, retired early on 31 July 2024 by mutual agreement. Other payments Elsie Pule12 – – – – – 1 174 – 6 412 7 586 for FY2025 include separation and accumulated leave payments. Jerome Mthembu13 – – – – – 1 750 – 38 1 788 13. Appointed as Head of Legal and Compliance on 1 May 2024 and served as a member of Exco until 31 October 2024. He remained a permanent invitee of Exco following implementation of the new Exco structure in FY2025 and was Jainthree Sankar14 – – – – – 1 611 – 202 1 813 since appointed to Exco from 1 June 2026. A payout of R1.6 million for the FY2026 STI scheme is not disclosed Segomoco Scheppers15 – – – – – 5 800 2 088 296 8 184 above as he was not a member of Exco at year end. The STI awarded for FY2025 amounted to R1.4 million, but this Natasha Sithole16 – – – – – 1 070 – 12 1 082 was not disclosed above as he was no longer a member of Exco at the time that the STI was awarded. 14. Served as Chief Procurement Officer until 31 October 2024. No longer a member of Exco following implementation Vuyolwethu Tuku17 – – – – – 715 – 185 900 of the new Exco structure in FY2025. Sthembiso Vezi18 – – – – – 153 – 44 197 15. Served as interim CEO of NTCSA from 1 July 2024 until the conclusion of his secondment on 31 July 2025. 16. Served as acting Group Executive: Government and Regulatory Affairs from 10 August 2023 until 31 October 2024. Total remuneration 56 600 20 446 1 246 6 836 85 128 50 457 8 493 10 376 69 326 No longer a member of Exco following implementation of the new Exco structure in FY2025. 17. Former Group Executive: Transformation Management Office, fixed-term contract ended on 30 June 2024. 18. Served as acting Group Executive: Legal and Compliance from 1 to 30 April 2024.. 30 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued REMUNERATION PRACTICES FOR VARIABLE REMUNERATION The final payout, which is contingent on full-year results, will be made in September 2026 after EMPLOYEES In FY2025, the Board – supported by the shareholder conclusion of the FY2026 external audit. Our remuneration philosophy is designed to – approved the reintroduction of a group STI scheme attract, retain and motivate a skilled and high- as part of Eskom’s broader turnaround plan at the BREAKDOWN OF EMPLOYEE BENEFIT EXPENSE performing workforce, while remaining aligned with time. Before this, Eskom employees had not received R million 2026 2025 market benchmarks and shareholder expectations. annual short-term incentives for the previous six Eskom is strategically positioned as a preferred years due to poor operational performance and Salaries 32 721 29 537 employer through the provision of market-related severe financial constraints. The reimplementation Overtime 3 490 3 253 remuneration pay structures, employee benefits and of the STI scheme reflected a strategic view that Post-employment medical benefits 495 414 conditions of service. the performance gains from a motivated workforce Pension benefits 2 783 2 308 outweigh the cost of the incentives. The STI scheme Annual bonus1 1 705 1 549 Our remuneration strategy is underpinned by was continued in FY2026. Performance bonus2 4 342 3 731 principles of fairness, transparency and alignment Production bonus3 1 630 1 212 with Eskom’s operational and strategic objectives and The STI scheme is designed to drive operational Leave 1 204 1 171 excellence, retain critical skills and reinforce a high- subject to the conditions of the Eskom Debt Relief performance, ethical culture. It is subject to strict Direct costs of employment 48 370 43 175 Act. Consequently, our approach balances financial qualification criteria and performance thresholds, or Direct training and development 221 180 sustainability with the need to reward excellence and “gatekeepers”, set by the shareholder. These include Temporary and contract staff costs 637 625 support employee wellbeing. the requirement that profit before tax must exceed Other staff costs 1 203 1 378 Employee remuneration is aligned with the market the approved budget for the year. Gross employee benefit expense 50 431 45 358 median to balance affordability and competitiveness Capitalised to property, plant and equipment (2 371) (2 198) The STI bonus pool is determined by performance for scarce skills. Employees are paid according to against five KPIs, weighted as follows: Net employee benefit expense 48 060 43 160 their contribution and the market value of their roles. • Generation performance: Energy availability factor, Additional premiums are considered for jobs requiring 1. The annual bonus represents a thirteenth cheque. Refer to note 27.3 in the annual financial statements. EAF (contributing 40% to the pool) specialised skills or challenging work environments, 2. The performance bonus relates to the STI scheme. An additional 13.5% relating to the pension portion of such as nuclear work or shift-based roles. • Financial performance: Cash from operations the STI payout is included under pension benefits. A total STI obligation of R5.1 billion (including employer (contributing 30%) pension contributions) was recognised at year end (FY2025: R4.2 billion). GUARANTEED REMUNERATION • NTCSA performance: System minutes lost 3. The production bonus is self-funded and rewards employees for improved efficiency, operational For bargaining unit employees – who make up around <1 minute (10%) productivity and performance in the production environment as well as the reduction in the number of zero prepaid buyers in the distribution environment. 81% of our workforce – remuneration includes a basic • Distribution performance: System average salary, a thirteenth cheque (disclosed as an annual interruption duration index (SAIDI) (10%) bonus) and a comprehensive suite of benefits such • Safety performance: Lost-time injury rate, as pension, medical aid, death cover and allowances LTIR (employees and contractors) (10%) for housing, transport and communication, subject to qualifying criteria. Under the three-year collective The SAIDI value reported for FY2026 was qualified bargaining agreement for FY2024 to FY2026, by the external auditors and consequently, the 10% bargaining unit employees received a cost-of-living allocation associated with this KPI was forfeited and no adjustment of 7% in July 2025. longer considered for inclusion in the STI calculation. Managerial employees receive a guaranteed cost-to- IR R  efer to the discussion in "Sustainability indicators company package that includes medical aid, pension, selected for reasonable assurance" in the integrated dread disease and death benefits, and group life report for further information on the qualification cover. In October 2025, an average increase of 7% was implemented, comprising a guaranteed cost-of- living adjustment of 3% and a discretionary element To be eligible for a bonus, employees must achieve to reward and retain top performers and address an individual performance rating of 3 or higher on a income disparities. 5-point scale. The final bonus amount is then calibrated based on the individual’s performance rating. 31 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Ensuring fair remuneration continued ENSURING PAY EQUITY ADAPTING FIT-FOR-PURPOSE REMUNERATION Eskom will continue to optimise its cost base by Pay equity refers to the concept of providing equal pay for work of equal value, regardless of an employee's FRAMEWORKS driving higher productivity across the workforce gender, ethnicity or other characteristics. It is aimed at eliminating unjustified wage disparities and promoting Performance agreements will be reviewed to to deliver improved organisational performance, fairness in compensation practices within the workplace. ensure that they remain flexible and support the while aligning rewards with operational and financial overall strategic outcomes of the organisation while outcomes. These actions will ensure that Eskom's Eskom ensures pay equity by applying the following principles: incorporating stretch targets. remuneration framework remains competitive, • Benchmarking salary scales to the external market affordable and aligned to both shareholder • Aligning internal pay scales according to job grade The unbundling of Eskom requires adaptable expectations and market realities as Eskom transitions remuneration and labour frameworks suited to a to a future‑fit utility in a liberalised energy market. • Strict application of remuneration policies and job-matching principles liberalised energy market, to balance competitiveness • Using annual increases to address unjustifiable disparities where possible and affordability. We will ensure that remuneration and governance frameworks are applied consistently PAY EQUITY IN NUMBERS across the group. Rand amount per year Guaranteed1 Variable2 Total Subsidiary NED fees will be aligned to the group Total remuneration in respect of the employee with the strategy. Although the introduction of NEDs to 9 540 000 2 499 300 12 039 300 highest total remuneration subsidiary boards will increase overall costs, this is Total remuneration in respect of the employee with the a strategic investment to strengthen independent 62 892 – 62 892 lowest total remuneration oversight, reinforce governance resilience and support Average total remuneration of all employees 872 486 69 447 941 933 Eskom’s broader unbundling and transformation Median remuneration of all employees 808 300 51 928 858 580 agenda. Average remuneration of the 5% highest-paid employees 1 933 770 252 268 2 186 038 MANAGING EMPLOYEE BENEFIT COSTS Average remuneration of the 5% lowest-paid employees 157 681 4 355 162 036 Direct employment costs increased by 12% year-on- Remuneration gap, ratio3 12.3 – 13.5 year, reflecting average salary increases of 7% and 1. Based on cost-to-company. headcount growth of 3% to ensure that Eskom is fully 2. Variable remuneration includes LTI and STI amounts, where applicable. capacitated in key functions. Furthermore, the STI and 3. Defined as the ratio between the total remuneration of the 5% highest paid employees and the total remuneration of the 5% lowest production bonus has continued to positively impact paid employees. operational performance, justifying the investment therein. The employee with the highest remuneration, both aligned to at least the market median while reserving Measures are being implemented to better manage guaranteed and variable, is the GCE, Dan Marokane. incentive-based rewards for performance based overtime expenditure, including stricter approval The lowest remuneration relates to the stipend organisational outcomes. processes and accountability at divisional level to payable to 947 learners under Government’s Youth mitigate against abuse. Additionally, management Employment Service (YES) programme. FUTURE FOCUS AREAS is actively addressing key person dependencies Eskom’s remuneration landscape continues to face If the YES learners were excluded, the remuneration to strengthen organisational capacity and reduce several key challenges. Our focus in coming years will in respect of the lowest-paid employee would be overreliance on one or a few individuals. be to find proactive solutions to these challenges. R126 611, while the average of the 5% lowest-paid LOOKING AHEAD employees would be R231 163, resulting in a pay gap ATTRACTING AND RETAINING SKILLED The Board reaffirms its commitment to fair, of 8.4 (compared to 12.3 including YES learners). EMPLOYEES responsible and transparent remuneration Financial constraints in recent years have limited Eskom's pay distribution remains relatively contained frameworks that remain fit for purpose and support recruitment and reskilling opportunities, thereby at the centre, with average remuneration only 10% Eskom’s operational improvement initiatives and slowing progress against long-term workforce plans. higher than the median. The wider dispersion across long‑term sustainability. Priorities for FY2027 and Furthermore, scarce skills continue to be targeted the organisation is driven by the need to attract beyond include aligning subsidiary NED fees to by IPPs and international projects which offer more and retain talent at the higher-paid executive and the group strategy and managing elevated levels of competitive packages, increasing the risk of attrition in specialised levels of the organisation. This reflects employee benefit costs. critical roles. Eskom's principle of positioning guaranteed pay 32 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Reinforcing assurance and controls OVERSEEING THE COMBINED The combined assurance model provides a structured ASSESSING THE CONTROL ENVIRONMENT SUPERVISION ASSURANCE MODEL framework for coordinating assurance activities On a quarterly basis, Internal Audit reports to the Operations and supervisory oversight The Board, supported by the Audit Committee throughout the group to enable an effective control Audit Committee on the status of governance and Implementation of internal controls and risk management and Risk Committee, sets the direction and environment, enhance confidence in the integrity of compliance, and the adequacy and effectiveness of processes to ensure a high-performing and sustainable provides oversight of Eskom’s combined assurance information used for decision-making and strengthen preventative and corrective controls. Based on the operating environment framework, including risk management, internal reporting to stakeholders. However, its effectiveness key observations from audit work performed during controls, compliance, forensics and the governance of remains dependent on effective internal monitoring the year, Internal Audit has concluded that the overall information technology. and first-line assurance to ensure that control system of internal control across the group is adequate deficiencies are identified and addressed proactively, but only partially effective: while the design of controls OPERATIONAL MANAGEMENT The Internal Audit Department, which reports to reduce reliance on external assurance providers. and key governance frameworks is generally adequate, Management and review functions functionally to the Audit Committee, maintains consistent execution, accountability and monitoring of Assurance over the adequacy of operational risk independence from executive management and A combined assurance maturity assessment is planned controls remain key challenges. management, effective adherence to internal control delivers assurance through a risk-based audit plan to commence in FY2027 to consider the assurance processes and delivery against objectives approved annually by the Audit Committee. Internal architecture required to support the future group Control effectiveness has improved measurably Audit determines the scope of internal audits and structure, including the structure, operating model compared to the prior year, with a reduction in assurance projects, performing assurance work and and capacity of the internal audit function. Following ineffective processes and strengthened governance communicating results free from interference. that, the implementation of combined assurance will and oversight in selected areas. However, the control FUNCTIONAL MANAGEMENT be strengthened to proactively identify and address environment has not yet improved to the extent Internal Audit also facilitates and coordinates control failures and ensure long-term remediation required to materially reduce risk exposure, and Specialised control functions Eskom’s combined assurance model, which integrates of systemic deficiencies identified through assurance continued management attention is required to ensure Development and maintenance of internal control frameworks and policies, reviewing and monitoring assurance activities across line management, specialist processes. the effectiveness and consistent application of controls. functions, and internal and external assurance Risk, resilience and compliance providers, culminating in oversight by the Audit Assurance over risk and resilience as well as compliance Committee and the Board. management practices and processes ASSURANCE External audit Independent reasonable assurance of the annual financial statements and selected sustainability KPIs in the integrated report Internal audit Assurance over the adequacy and effectiveness of risk management, internal control and governance OVERSIGHT Board Consider control deficiencies and risk affecting the organisation, and provide guidance 33 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Reinforcing assurance and controls continued The following themes summarise the present state of the control environment: The primary drivers of control deficiencies remain Oversight of the programme has been strengthened largely unchanged and include: through structured governance forums at business Governance Risk management • Inadequate adherence to established processes and unit level, with regular reporting to Exco’s External procedures Audit Oversight Committee, which is chaired by the • Deliberate circumvention of controls GCE. These structures strengthened transparency, Governance and organisational structures The design of the risk management system is ownership and accountability for audit outcomes and have been strengthened during the year, generally adequate for identifying, managing • Insufficient management oversight and control remediation efforts. Eskom has enhanced supporting the embedding of governance and and reporting risks. However, effectiveness is accountability coordination between business units, Internal Audit, control enhancements. Improvements to the constrained by inconsistent enforcement of • Inconsistent enforcement of policies the Process Control and Assurance Department frameworks covering delegation of authority as risk processes, with limited accountability and • Inadequate consequence management and other internal assurance functions responsible well as operational technology and information insufficient mechanisms to track compliance at for monitoring the effectiveness of controls, enabling technology are in progress. However, oversight, an activity level. Strengthened risk ownership These factors indicate that the principal challenge greater alignment between remediation activities to accountability and consequence management supported improved risk-based decision-making is not the design of controls, but discipline, address audit findings, control enhancement initiatives remain inconsistently applied, and compliance with across the group. To further enhance risk oversight, accountability and consistency of execution across the and ongoing assurance reviews. key legislation, particularly the PFMA, continues to the Exco structure will be expanded to include a organisation. Strengthening management ownership require focused attention Chief Risk Officer of controls therefore remains a key focus area. During the year, the programme progressed from its initial recovery phase into a broader, more DRIVING PROGRESS THROUGH THE focused phase of stabilisation, disciplined control Internal controls Financial controls AUDIT RECOVERY PROGRAMME improvement, enhanced audit readiness and The audit recovery programme was established as sustainable remediation of findings through clearer The design of the internal control system is The design of the internal financial control system a strategic intervention to strengthen governance, management accountability. The emphasis shifted generally adequate, providing a structured remains adequate to support financial governance, restore audit discipline and address systemic control from establishing governance structures and the framework to support governance, risk risk management and regulatory compliance. weaknesses that have contributed to recurring audit administrative closure of audit findings to identifying management and operational efficiency, although However, deficiencies persist in the execution findings and qualified audit opinions in recent years. root causes and implementing management actions the effective application of controls requires of controls, including weaknesses in document The programme remains a cornerstone of our efforts aimed at improving controls at the source and ongoing improvement from management. and record management, PFMA compliance, to restore confidence in our governance, reporting reducing the recurrence of audit findings. The Weaknesses persist in areas such as plant and asset procurement and contract management, with and control environment and is anchored on the introduction of a more rigorous weekly reporting maintenance, outage and quality management, inadequate oversight over financial reporting following three pillars: cadence supported this shift, improving visibility, as well as document and records management. processes at component level, which may affect escalation and accountability over unresolved matters. Delays in the implementation of certain digital financial accuracy and reporting integrity. The Sustainable closure of audit findings and process improvement initiatives continue to effective application of controls requires ongoing A key area of progress has been the strengthening of constrain control effectiveness. Unsupported or oversight to mitigate financial risks and enhance 1 controls relating to audit evidence as well as record outdated systems heighten exposure to cyber financial and operational sustainability and document management. Greater emphasis was threats, thereby increasing the risk of unauthorised placed on the completeness, accuracy and traceability access, data compromise and disruption to critical of information submitted for audit, particularly in control environments. Enhancements continue to areas that previously contributed to limitations of strengthen cyber resilience, modernise technology Audit scope. Business units were required to improve and improve system integrity recovery recordkeeping, support reconciliations with clear programme audit trails, and ensure that evidence submitted to the external auditors was reviewed and quality-assured 3 2 before submission. Improved Audit readiness is increasingly being driven as an Strengthening execution of the ongoing management discipline rather than a year-end of Eskom’s external audit event, with earlier identification of audit risks, timely internal control process preparation of supporting information and more environment proactive engagement with assurance providers. This approach has supported earlier resolution of audit matters and improved audit execution. 34 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Reinforcing assurance and controls continued The programme has also strengthened Eskom’s enhancing its monitoring of audit recovery and control The auditors’ report also includes a material Through the audit recovery programme, Eskom has approach to managing audit findings by shifting the improvement initiatives through clear implementation uncertainty relating to Eskom’s ability to continue as a continued to implement interventions to address focus from administrative closure to sustainable milestones, together with performance measurement going concern, driven by factors including dependence the underlying causes of PFMA non-compliance remediation. Prior year findings were subjected and accountability mechanisms. on Government support; uncertainties related to and strengthen accountability. Interventions are to more disciplined oversight, with management the achievement of operational assumptions; the progressively shifting from remediating historical actions assessed against the underlying root causes, Looking ahead, the focus remains on sustaining audit determination of regulated revenue by NERSA; matters to preventing further non-compliance the adequacy of control improvements and the risk readiness and transitioning towards further control financial risks associated with World Bank funding of through enhanced governance disciplines and stronger of recurrence. This improved the group’s ability to environment enhancements and maturity during the Medupi flue gas desulphurisation, declining sales, integration between operations, procurement, identify systemic weaknesses, prioritise high-risk FY2027, with the objective of supporting long-term municipal arrear debt and energy losses; as well as the contract management, finance, legal, Internal Audit matters and hold the responsible executives and financial sustainability and improving audit outcomes. impact of unbundling and market reform. However, and PFMA functions. Key improvements include management teams accountable, to ensure that audit The programme is laying the foundation for lasting these matters do not affect their opinion. quality review processes, early-warning mechanisms, findings are closed in a manner that contributes to improvement in audit outcomes and greater stakeholder enhanced monitoring of matters requiring sustainable improvements in the control environment. confidence in the group’s financial reporting and consequence management or further investigation, as governance environment. While the audit recovery AFS Refer to the independent auditor’s report in the well as continuous sample testing to identify potential programme is set to end after the FY2027 audit cycle, financial statements for further information Status of external audit findings control weaknesses and compliance risks before they the systems and behaviours it has established will embed result in reportable incidents. at 31 March 2026 a culture of accountability, improved audit readiness STRENGTHENING PFMA COMPLIANCE and ongoing PFMA compliance. These efforts will Strengthening compliance with the PFMA remains a Attention is focused on addressing historical  9 6% of FY2021 to FY2024 findings closed be supported by the development of an integrated key governance priority for Eskom. As a state-owned deficiencies that have contributed to audit  69% of FY2025 findings closed governance, risk and control (iGRC) platform, which qualifications and weakened confidence in PFMA- entity entrusted with significant public resources, * Subject to audit verification will provide real-time visibility across governance, risk, we are committed to strengthening compliance; related disclosures. A dedicated programme has compliance and assurance activities. improving the quality, completeness and auditability of been instituted to address the backlog of PFMA PFMA-related reporting; and reinforcing accountability assessments and determinations for irregular While the closure rates reported reflect EVALUATING EXTERNAL AUDIT expenditure and fruitless and wasteful expenditure, management’s assessment, the effectiveness and and compliance throughout the group. OUTCOMES as theses are a key contributor to historical PFMA sustainability of the remediation of these findings will The independent auditors, Deloitte & Touche, issued reporting challenges and external audit findings. The Eskom is actively assessing and enhancing PFMA be independently verified by Internal Audit going a qualified opinion relating to the quantification programme is being managed through prioritised compliance through a compliance risk monitoring plan forward. The outcomes of the FY2026 external and disclosure of information relating to irregular workstreams, defined review criteria, escalation and developing a proactive response to PFMA-related audit will provide further insight into the quality and expenditure required in terms of the PFMA, as the protocols and quality assurance processes. The audit qualifications. Given the breadth of PFMA effectiveness of corrective actions based on the associated financial records were not complete. initiative is aimed at improving the quality, timeliness and related legislative requirements, this remains extent of repeat findings. The auditors have raised material findings in and consistency of assessments, strengthening a systemic group-wide challenge that requires a The programme has delivered progress in enhancing respect of the lack of completeness of Eskom’s coordinated, multi-year response supported by clear related reporting and supporting more effective controls in several high-risk areas, including reported irregular expenditure, both relating to ownership, stronger controls, enhanced oversight and implementation of consequence management. By procurement and supply chain management, contract the current year and cumulative balances. Notably, effective consequence management. addressing the backlog, management will be better management, PFMA compliance and reporting, the qualification no longer extends to the accuracy positioned to focus on real-time identification and of irregular expenditure reported or to losses Eskom’s Loss Control Function (LCF) is responsible remediation of PFMA non-compliance. revenue-related processes, asset verification and due to criminal conduct, reflecting the progress for conducting assessments and determinations reconciliations. These improvements included clearer Over and above this, a dedicated stream is made through the audit recovery programme and relating to irregular expenditure and fruitless and ownership of controls, more frequent management responsible for analysing and clearing the opening associated PFMA remediation initiatives. While this wasteful expenditure, as well as oversight and tracking reviews, improved supporting schedules, enhanced balance of irregular expenditure and fruitless and represents meaningful progress, addressing the of consequence management such as disciplinary reconciliation processes and stronger alignment wasteful expenditure through condonation, recovery remaining qualification continues to be a priority for action and recovery of losses. Through these activities, between operational and finance teams and internal and removal processes where applicable. management and the Board. the LCF plays a central role in supporting compliance assurance providers. with legislative requirements and strengthening the However, the pace of remediation remains uneven Except for the above qualification, the financial integrity of PFMA reporting processes. Enhancing the across the group, and sustained effort is required statements are considered to be fairly presented in capacity and throughput of the LCF and the PFMA to ensure that identified weaknesses are addressed terms of IFRS Accounting Standards. reporting function remains a focus area to support comprehensively and that control improvements are the timely identification, assessment, determination embedded in day-to-day operations. Management is and reporting of PFMA matters. 35 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Reinforcing assurance and controls continued Eskom continues to align its PFMA processes and The Board recognises that this cannot be treated procedures with evolving National Treasury instruction Disclosure of PFMA-related information as a standalone compliance exercise. PFMA findings notes and best practice. During the year, the process are not merely reporting matters; they arise from We have historically reported all PFMA amounts excluding VAT, as recorded in our accounting system. We instruction governing the treatment of irregular have continued to do so in FY2026, based on a departure granted to Eskom by National Treasury from the weaknesses in the underlying control environment. expenditure was approved and awareness initiatives requirement of section 79 of the PFMA to disclose amounts inclusive of VAT. The internal control environment continues to were conducted across the group to support consistent be strengthened through proactive assurance application. The process instruction covering fruitless Irregular expenditure activities, improved oversight of procurement and and wasteful expenditure is progressing through the At 31 March 2026, the cumulative balance of irregular expenditure amounted to R134.9 billion (2025: contract management processes, and enhanced necessary approval processes and will be implemented R150 billion, restated), the vast majority of which relates to historic transgressions. Ongoing interventions are integration of combined assurance activities across once finalised. A PFMA awareness toolkit has also been focused on addressing the backlog of PFMA assessments and determinations and completing condonation and relevant functions. These measures are intended developed to improve understanding of requirements removal processes. to improve the consistency and effectiveness of and promote more consistent compliance across the control execution, strengthen assurance over PFMA group. As a result, the balance for the comparative period was restated, increasing by R46.1 billion. This comprises compliance and reinforce a culture of accountability R9.3 billion in restatements to FY2025 expenditure and R36.8 billion in restatements to the FY2025 opening and timely consequence management. Training and awareness initiatives are also being balance (i.e. relating to expenditure for years prior to FY2025). These restatements are largely because of intensified to strengthen procurement, supply chain expenditure in previous years that was only confirmed as irregular in the current year after conclusion of the Looking ahead, Eskom will continue to pursue management and PFMA compliance across the relevant processes. a proactive and systematic approach to PFMA organisation. These initiatives are supported by a Irregular expenditure incurred during the year totalled R4.9 billion, with only R28 million relating to new matters. compliance, supported by stronger governance, dedicated communication channel established to The remainder related to existing multi-year contracts that will continue to attract irregular expenditure until enhanced internal controls, disciplined execution and enhance communication of PFMA-related matters, condoned or removed. Approximately 70% of the irregular expenditure incurred in FY2026 relates to two ongoing capacitation and capability-building initiatives. procedural changes, practical guidance and lessons incidents covering procurement of fuel and construction equipment. Over time, these interventions are intended to embed learned throughout the group. This is intended to a more mature PFMA compliance environment in reinforce accountability at the point where risks During the year, we received notice of condonations from National Treasury to the value of R1 billion. which non-compliance is identified earlier, assessed originate, rather than only at the point of reporting. Condonations are only granted by National Treasury once the necessary interventions, such as disciplinary consistently, reported accurately and remediated processes and remedial action, have been undertaken to prevent recurrence of the irregular expenditure. effectively – reinforcing responsible stewardship of The programme has also supported a more public resources and strengthening confidence in the disciplined approach to consequence management. Revised processes and controls have been implemented to ensure the removal of uncondoned irregular expenditure, to minimise the continued impact of historical matters on the cumulative irregular expenditure group’s financial reporting. Historically, one of the key weaknesses in PFMA reporting has been the disconnect between the balance. Removal of irregular expenditure can only be approved where an investigation confirms that there was Encouragingly, the external audit qualification has no criminality involved or, if there was, that a case has been registered with law enforcement. Furthermore, the identification of non-compliance, the determination of narrowed relative to the prior year and the value investigation must confirm that there was no financial loss suffered by Eskom, that consequence management financial misconduct, and consequence management, has been implemented, that the non-compliance has been addressed and that transactions of a similar nature of new irregular expenditure arising during the year recovery and closure. Matters are now being tracked are regularly reviewed. In accordance with Eskom’s delegation of authority policy, approval was received from was limited – an early indication that strengthened through the full lifecycle to reinforce accountability – the Exco Tender Committee to remove historic irregular expenditure amounting to R18.8 billion during FY2026. controls are beginning to take effect. consistent with the Board’s expectation that PFMA A further R0.2 billion was written off as irrecoverable. remediation must be accompanied by appropriate  FMA information required by National Treasury GR P corrective action and consequence management. Fruitless and wasteful expenditure regulations is disclosed in the supplementary The closing balance of fruitless and wasteful expenditure amounted to R3.4 billion at year end (2025: R3.7 billion, information from page 52 of this report, and includes PFMA compliance is assessed on an ongoing basis restated). The balance for the comparative period was restated, reducing by R0.4 billion due to matters being details of disciplinary action and criminal sanctions and root causes of non-compliance – including poor prematurely disclosed as fruitless and wasteful expenditure in previous years, based on pending arbitration and/ document management, inconsistent application of or litigation of contractual disputes. A total of 62 incidents of fruitless and wasteful expenditure were reported  urrent year information is also disclosed in note 52 AFS C policies and procedures, delayed investigations and during the year, totalling only R211 000. Recoveries of R3 million were recorded for the year, while R329 million in the financial statements weaknesses in consequence management – have been relating to prior years was written off as irrecoverable. identified and are being addressed through targeted action plans with defined owners, timelines and Material losses through criminal conduct reporting requirements. Progress is being monitored Losses due to criminal conduct of R6.7 billion were reported during the year (2025: R7.2 billion), of which R6.6 through executive oversight to ensure that corrective billion related to estimated non-technical energy losses arising from electricity theft and ghost vending (2025: actions are implemented, underlying causes are R7.1 billion). Efforts to reduce these losses continue through enhanced physical security measures, improved addressed and lessons learned are embedded into revenue protection initiatives and technology-enabled monitoring. We are collaborating with other state-owned business processes to improve the auditability and entities, industry role players and law enforcement agencies to combat losses. credibility of PFMA-related disclosures. 36 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Reinforcing assurance and controls continued THE CONCLUSIONS OF THE AUDIT FY2027 priorities COMMITTEE The Audit Committee has considered the reports Combined assurance maturity assessment, of management, the internal audit and forensic including the structure, operating model and functions as well as the independent auditors in forming its conclusion for the year. In carrying out capacity of the internal audit function its responsibilities, the committee encouraged Development of an iGRC platform rigorous challenge of control, accounting, disclosure and compliance matters in forming its conclusion on Stronger control environment first-line key issues. assurance and consequence management While acknowledging management’s efforts to Addressing the backlog of investigations and address identified weaknesses and the progress made consequence management in strengthening controls over the past year, the committee noted that: Enhanced PFMA compliance and remediation • The control environment is generally adequately Continuous audit readiness designed but not yet consistently effective in operation, with significant control deficiencies persisting Having considered the material uncertainties and key assumptions disclosed in note 3.2 in the financial • Enhancements are required to first-line monitoring statements, together with the mitigating actions and the timely identification and remediation of identified by management and the continued control failures to improve the effectiveness of the availability of adequate resources and support, the combined assurance model committee concluded that the going concern basis • Continued reliance on external assurance providers of accounting remains appropriate. Consequently, was necessary in areas where internal assurance the committee recommended to the Board that should be sufficient the financial statements be prepared on the going • Compliance with legal and regulatory requirements, concern basis. particularly the PFMA, continues to require focused attention • Notwithstanding the improvements made, the  efer to note 3.2 in the financial statements AFS R for further information on the going concern audit qualification relating to the completeness assessment of irregular expenditure disclosed in terms of the PFMA continued. The committee noted that only a small portion of the irregular expenditure incurred Overall, the committee is satisfied that, related to new matters notwithstanding the identified weaknesses and the • Consequence management and accountability for improvements recommended, nothing significant non-compliance require further strengthening has come to its attention to indicate a material breakdown in the functioning of controls, procedures The committee continues to actively oversee the and systems, and that the controls are appropriate, implementation of remedial actions, including the with compensating measures to ensure compliance audit recovery programme, and will continue to with the requirements of the Companies Act, the monitor progress until control deficiencies are PFMA and IFRS Accounting Standards. satisfactorily addressed. AFS F urther detail on the committee’s conclusion is provided in the report by the Audit Committee included in the financial statements 37 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Upholding good governance MAINTAINING INTEGRITY AND Eskom’s integrated approach to addressing criminality fuel oil, as well as illegal connections, meter tampering, During the year, we experienced 2 345 crime- STRENGTHENING GOVERNANCE and other misconduct is built around five mutually ghost vending, infrastructure vandalism and sabotage, related incidents, resulting in estimated losses of In recent years, the Board has implemented significant reinforcing pillars: together with other offences continue to threaten R191 million, reflecting a reduction in both incidents governance reforms in response to external inquiries • Prevention: Strengthening ethics, governance, primary energy security, operational performance, and associated losses compared to the prior year and investigations – most notably through the controls, systems and processes to reduce revenue protection and financial sustainability. We (2025: 2 685 incidents and losses of R234 million). findings of the State Capture Commission – as well as opportunities for criminal activity and unethical continue to strengthen physical security capabilities A total of 505 arrests were made, together with weaknesses identified through internal and external behaviour through intelligence-led security operations, enhanced 13 convictions and recoveries of R34 million assurance activities. The structural and organisational • Detection: Enhancing monitoring, analytics, whistle- monitoring technologies and close collaboration with (2025: 427 arrests, 13 convictions and recoveries of interventions implemented to strengthen governance blowing mechanisms, cyber security capabilities and law enforcement and national security structures, such R24.6 million). The Distribution Division remained the were extensively covered in the FY2025 integrated data-driven insights to identify emerging risks and as the Energy Safety and Security Priority Committee most targeted area, accounting for approximately 75% report. Addressing these challenges has been essential suspicious activities at an earlier stage of the National Energy Crisis Committee (NECOM). of total incidents. to rebuilding stakeholder confidence and securing • Investigation: Conducting intelligence-led The integration of our forensic and security functions A key focus area during the year was strengthening Eskom’s long-term sustainability. investigations through specialist forensic and within the Group Investigations and Security (GIS) intelligence gathering, threat monitoring and security capabilities and collaboration with law Department has enabled a more coordinated coordinated responses to emerging risks. Weekly The Board recognised this as a complex, multi-year enforcement agencies to respond to incidents approach to managing security risks, implementing security pulse meetings were implemented to enhance undertaking requiring sustained commitment and swiftly and decisively preventative measures and investigating incidents. intelligence sharing and support early warning and disciplined execution. Strengthening organisational structures, enhancing people, processes and systems, • Correction: Translating lessons from past incidents rapid response capabilities for high-impact threats. and shifting from reactive and fragmented responses into control improvements to prevent recurrence, We also continued to strengthen partnerships with towards proactive prevention have been critical to while driving accountability through effective law enforcement agencies and national security Launch of the Raptor Fusion Centre effectively addressing governance and compliance consequence management, which includes structures through participation in the National Joint disciplinary action, supplier sanctions and criminal We officially launched the Raptor Fusion Operational and Intelligence Structure (NATJOINTS) challenges. referrals Centre at Megawatt Park on 6 February Priority Committee under NECOM, supported by During FY2026, the focus moved from establishing • Oversight and governance: Strengthening governance 2026. This dedicated unit within GIS is coordinated response mechanisms. these structures and interventions towards structures, assurance activities and accountability focused on addressing high-priority incidents strengthening oversight and capacity, embedding mechanisms to improve the effectiveness of risk involving organised crime, infrastructure improved controls and delivering measurable management, internal controls and compliance sabotage and significant economic offences outcomes. Eskom continued to mature its governance, processes, while promoting a culture of through intelligence-driven investigations and security, forensic and compliance capabilities through transparency, disciplined execution and continuous rapid response interventions. a coordinated approach focused on prevention, improvement early detection and effective investigation. The implementation of consequence management and The sections that follow provide an overview of sustainable remediation actions are areas that require our progress in protecting critical infrastructure, further improvement. Our objective is to not only strengthening cyber security, improving procurement address incidents of criminality, but also correct the integrity, advancing forensic investigations and underlying control weaknesses that enable it to occur, reinforcing accountability through effective to promote a culture of ethical conduct. consequence management. Protecting Eskom against criminality and unethical PROTECTING CRITICAL INFRASTRUCTURE behaviour remains fundamental to achieving long- THROUGH PHYSICAL SECURITY term financial sustainability, safeguarding critical It remains essential to safeguard our people, infrastructure and improving stakeholder confidence. sustain operational performance improvements, Progress achieved during the year demonstrates maintain operational reliability and support national the benefits of a more integrated and coordinated energy security by protecting our employees and approach through the expansion of the Group infrastructure against criminal activity. Crime-related Investigations and Security Department, supported risks such as theft of electrical cable, coal, diesel and by strengthened investigative capability, enhanced security measures, closer collaboration with law enforcement agencies and improved oversight. 38 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Upholding good governance continued Coal security remained an important focus area Eskom also continued to strengthen its security A key focus during the year was enhancing data centre resilience, modernising network infrastructure and during the year given its significance to primary energy vetting programme, implemented in collaboration replacing legacy technology platforms that no longer meet current security requirements. The Group Technology security and generation performance. Targeted with the State Security Agency, to conduct security and Information Division continues to engage with divisional and subsidiary operational technology functions crime-prevention initiatives and intelligence-led clearance assessments of non-executive directors, and monitor the replacement or upgrade of unsupported or outdated systems to reduce the exposure to investigations were conducted across the coal supply executives, employees, suppliers and other individuals cyber attacks. chain to mitigate the risks of theft, fraud and coal with access to classified information and critical adulteration during transportation and delivery. infrastructure. Between November 2025 and March 2026, periodic disruptive operations were undertaken at several While the reduction in incidents and associated As reported in previous years, vulnerabilities within Eskom's online vending system (OVS) exposed the power stations, with no evidence of tampering losses demonstrates progress, risks relating to group to the generation of illicit prepaid electricity tokens and associated revenue and energy losses. being identified. These interventions, together with cable theft, illegal connections and infrastructure During the year, we completed the migration of OVS infrastructure to a more secure environment, strengthened supplier oversight and coal quality vandalism remain significant. Eskom will continue supported by real-time detection and monitoring. This has strengthened the related control verification processes, contributed to enhanced to focus on intelligence-led operations, technology- environment, reduced fraud-related vulnerabilities, improved monitoring and reporting capabilities, and supplier compliance and greater confidence in the enabled monitoring, enhanced security governance enhanced management oversight. integrity of coal deliveries. and collaboration with external stakeholders to prevent, detect and respond to threats against critical The effectiveness of these interventions is supported by improved reconciliation between forensic Our security environment is being modernised infrastructure and support the long-term sustainability energy analysis and billing systems, progress on investigations, targeted fraud mitigation interventions through the rollout of the Security Incident of the organisation. and the continued deployment of smart meters. In parallel, we are accelerating the implementation of Management Application, which enables standardised a new, secure vending platform to replace the current system. Operationalisation of the new prepaid incident reporting to the South African Police Service STRENGTHENING CYBER SECURITY AND system and the migration of smart meters to the new architecture are expected to commence from (SAPS), Mission Area Joint Operation Centre and DIGITAL RESILIENCE January 2028. the National Sector Coordinating Committee, as Protecting critical information, digital infrastructure well as real-time monitoring and enhanced analytical and operational technology remains essential to While the stabilisation of the existing OVS environment provides effective risk mitigation over the short capabilities. The platform provides improved visibility maintaining operational resilience, supporting the and medium term, the OVS replacement programme is the strategic long-term solution to address of crime trends, hotspots and emerging threats, reliable supply of electricity and safeguarding revenue. legacy technology risks, strengthen cyber security, enhance revenue protection and support Eskom’s supporting more proactive deployment of security The increasing convergence of information technology digital transformation. resources and improved decision-making. We are and operational technology, together with the growing also evaluating and deploying advanced security adoption of digital platforms and artificial intelligence technologies, including integrated surveillance, (AI), require a strong cyber security capability and a Strengthening cyber security controls remains technology and AI initiatives into a single enterprise- intelligent analytics and drone-based monitoring resilient technology environment in line with Eskom’s a priority. Key initiatives underway include the wide roadmap. The strategy is intended to support capabilities to strengthen the protection of critical digital transformation journey. implementation of a zero-trust network architecture, improved operational efficiency, enhanced decision- infrastructure. deployment of next-generation firewalls, making, improved customer experience and more We continued to strengthen our cyber security Further efforts were undertaken to enhance posture during FY2026 through risk-based strengthening of endpoint protection capabilities resilient operations, underpinned by modern governance and oversight of security activities, initiatives implemented across people, processes and the development of an AI security standard technology platforms, advanced analytics and including enhanced contract oversight through a and technology, aimed at protecting critical systems to support the secure deployment of emerging strengthened cyber security foundations. validation committee – to oversee the procurement and reducing exposure to evolving cyber threats. technologies. Cyber security awareness and phishing simulation exercises also continued across the During the year, we continued to progress several and implementation of security service contracts Although we remain exposed to cyber security risks digital initiatives aimed at improving operational – as well as implementation of outcome-based associated with certain unsupported legacy systems, organisation to strengthen employee awareness and resilience against cyber threats. performance and strengthening governance. These security contracting models and ongoing compliance no Priority 1 cyber security incidents were reported included ongoing modernisation of procurement monitoring against applicable legislative and security during the year. In recognition of the strategic importance of systems, the implementation of enhanced inventory requirements. During the year, 35 security assurance digitalisation to our sustainability, we are finalising and asset management systems, improvements to audits were completed, contributing to a reduction a digitalisation and AI strategy that will integrate customer-facing platforms and the phased rollout of in outstanding audit findings and reinforcing security digital technology, data, cyber security, operational Microsoft Copilot and other AI capabilities to improve compliance across the group. productivity and organisational effectiveness. 39 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Upholding good governance continued Cyber resilience is further supported through We have continued to strengthen procurement Several strategic technology initiatives progressed Beyond governance and control improvements, collaboration with industry partners and participation integrity through: during the year, including the implementation procurement is also being leveraged to support South in forums focused on emerging cyber security risks, • Adoption of National Treasury's Central Supplier of enhanced inventory, warehouse and price- Africa’s localisation and industrialisation objectives as leading practices and technology developments. Database for informal tendering requests for verification systems to improve stock visibility and part of the just energy transition. Through supplier quotation, thereby reducing procurement risks and procurement accuracy. Price benchmarking and development initiatives, increased participation While progress has been made, we will continue improving transparency contract renegotiations supported by market pricing of SMMEs and black-owned suppliers, as well as to focus on strengthening cyber security tools are being implemented to ensure that Eskom the expansion of local supply chains in partnership • Enhanced monitoring of low-value procurement capabilities, modernising technology infrastructure, receives enhanced value for money. The digitalisation with Government and industry, Eskom aims to mechanisms to reduce the risk of abuse replacing legacy systems and advancing our digital and optimisation of procurement processes over the reduce import dependency for critical components, transformation agenda to support long-term • Continued review and streamlining of supply chain next five years, including the implementation of a strengthen South Africa's industrial competitiveness operational resilience and sustainability. management policies and procedures, with a focus full-scale eProcurement solution, will deliver end to and manufacturing capability, ultimately contributing on embedding system-based controls to reduce end process visibility, enforce governance controls, to inclusive economic growth. These initiatives will IMPROVING PROCUREMENT AND SUPPLY manual intervention improve master data quality, enhance fraud detection support the development of a more resilient supply CHAIN INTEGRITY • Reinstatement of proactive assurance and full- capabilities and provide real-time analytics to support chain while contributing to broader economic and Given the significant expenditure managed scope probity reviews on all high-value tenders informed planning, accountability and reporting. social development objectives. through procurement processes and the historical link between procurement weaknesses, supplier During the year, the Board approved a supplier P&SCM has also commenced the transition towards misconduct, irregular expenditure as well as fraud integrity policy which builds on existing requirements a category-management operating model, to be  efer to “Sustaining communities – Our contribution PR R and corruption, addressing procurement and supply to further strengthen ethical conduct, accountability implemented over the next two years, which will to supplier development” in the performance report chain management (P&SCM) risks remains critical and consequence management across our supplier support more strategic sourcing, improved demand for further information on our supplier development, to ensuring value for money, safeguarding public base. Our approach to supplier integrity reinforces planning and broader contract coverage. A centralised localisation and industrialisation objectives resources and restoring stakeholder confidence in the avoidance of conflicts of interest, supporting sourcing hub for high-risk, high-value and cross-cutting Eskom’s governance and control environment. confidentiality, fair tendering practices and reporting commodities is planned to be established during of misconduct, as well as implementation of FY2027. As part of our broader P&SCM transformation disciplinary processes when suppliers breach Eskom’s strategy, we are driving improvements across ethical, procurement or contractual requirements. governance, risk, controls and compliance, together with digitalisation and process optimisation In conjunction, the supplier review process has initiatives, to improve procurement outcomes, been enhanced to improve responsiveness and strengthen oversight and transparency, and enable accountability through the re-establishment of the more agile and data-driven decision-making. These Supplier Review Committee. Sanctions include interventions are intended to reduce opportunities removal from Eskom’s supplier database, referral for misconduct, improve compliance with legislative to National Treasury for restriction on the Central and internal requirements, strengthen transparency Supplier Database or the implementation of and auditability, and reinforce a high-performance temporary purchasing blocks on Eskom’s procurement procurement culture. system. Furthermore, we have continued to modernise  efer to “Reinforcing controls and assurance – GR R the procurement environment by streamlining Strengthening PFMA compliance” from page 35 for processes, digitising workflows and strengthening further information on our efforts to strengthen automated controls. These efforts have contributed PFMA compliance to improved spend control, enhanced auditability, greater transparency and stronger enforcement of procurement controls, with notable reductions in high-risk procurement categories such as low-value procurement and informal tendering expenditure. 40 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Upholding good governance continued ADVANCING FORENSIC INVESTIGATIONS Investigations completed during the year identified for misconduct, while addressing underlying control AND REINFORCING CONSEQUENCE Forensic investigations recurring themes, including procurement and weaknesses and reducing the risk of recurrence. MANAGEMENT recruitment irregularities, undeclared conflicts of During FY2026, GIS recommended disciplinary action As a key component of our governance, assurance and consequence management framework, forensic 235 (2025: 245) interest involving both suppliers and employees, and other forms of fraud and corruption. Findings against 69 employees based on findings from forensic investigations. Management implemented disciplinary new cases requiring forensic investigation consistently identify the dominant underlying causes investigations play a critical role in our efforts to recommendations relating to current and prior year prevent, detect and respond to criminality and of misconduct as non-adherence to well-documented investigations against 96 employees, including written unethical behaviour. The results of these investigations support accountability, strengthen governance, 45 (2025: 105) policies and procedures, circumvention of controls and insufficient first-line assurance and management warnings, suspensions without pay and dismissals, depending on the nature and severity of the misconduct inform control improvements and help reduce forensic investigations concluded oversight. The insights gained from forensic identified. Investigations also resulted in recommendations the risk of recurrence. By identifying misconduct, investigations are used to strengthen controls, improve for control enhancements, civil recovery actions and supporting criminal and disciplinary proceedings, and recommending corrective actions, our forensic 710 (2025: 520) governance and address systemic weaknesses that could create opportunities for misconduct. These criminal referrals where appropriate. capabilities contribute to safeguarding organisational cumulative cases under investigation at year end, findings reinforce the importance of management Exco and the Board continue to strengthen oversight integrity and reinforcing stakeholder confidence. relating to current and prior years accountability, consistent control execution and a high- of consequence management processes throughout performance ethical culture across the organisation. the group. While progress has been made, delays in concluding certain disciplinary matters remain a Incidents registered through reporting channels The accumulation of historical forensic cases is challenge, particularly where cases are complex or relate Incidents carried forward 372 a significant challenge, constraining our ability to During the year, fraud and corruption risk to historical matters. By year end, recommendations New incidents registered 10 594 conclude investigations and related disciplinary reporting was consolidated into a single from forensic investigations relating to 64 employees Preliminary assessments completed 10 604 processes within optimal timeframes and demonstrate enterprise-wide Priority 1 operational remained outstanding, with a significant portion relating effective consequence management. Of the 710 risk, strengthening executive oversight and to matters older than 90 days. GIS continues to work Incidents awaiting assessment 362 forensic cases outstanding at year end, 659 related enabling a more coordinated response with line management and employee relations functions to prior years. Addressing this backlog remains a to what remains one of the group’s most to drive the timely closure of disciplinary cases and We have continued to prioritise the timely assessment key priority. significant governance risks. reinforce effective consequence management. of reported incidents through our whistle-blowing channels. Performance in assessing reported incidents During the year, several initiatives were implemented Where appropriate, Eskom also pursues civil and We work closely with law enforcement agencies and remained strong, exceeding our annual target and to improve investigative throughput, quality and other recovery mechanisms to recover losses arising other external stakeholders in the investigation of reinforcing the importance of whistle-blowing responsiveness. These included the establishment of from criminality and other forms of misconduct. criminal conduct. Matters involving suspected fraud mechanisms in identifying potential misconduct at an the Raptor Fusion Centre to prioritise high-impact These efforts are complemented by employee and/or corruption exceeding R100 000 are referred early stage. matters involving organised crime, infrastructure flagging mechanisms, supplier sanctions and other to the Hawks in accordance with the Prevention and sabotage, procurement fraud and other significant preventative measures designed to mitigate future risk Combating of Corrupt Activities Act, 2004 (PRECCA). Each report is assessed and directed to the most economic offences. Matters involving suspensions, and strengthen organisational integrity. Investigative Additionally, high-priority corruption and procurement appropriate resolution channel. Where a report high-value investigations and cases requiring urgent findings continue to inform improvements to policies, fraud cases are escalated to the Special Investigating relates to customer service, operational, security intervention are prioritised through this capability. The procedures and internal controls, helping to address Unit (SIU) under presidential proclamation. or employee relations matters it is referred for establishment of a dedicated project management the root causes of misconduct. management action through the appropriate business office has also been approved to support the expedited By year end, 299 criminal cases were registered with function. Where indicators of criminality or financial While progress is being made in strengthening resolution of investigation backlogs and disciplinary SAPS, of which 279 were referred to the Hawks in terms misconduct are identified, the matter is escalated investigative capability and improving the management matters. Recruitment activities to capacitate this office of PRECCA. Of these, 92 had been completed and 24 and registered for forensic investigation. Regrettably, of fraud and corruption risks, several challenges remain. have commenced in FY2027. were at trial stage at various magistrate and specialist We will continue to enhance our forensic capabilities and performance in commencing forensic investigations commercial crimes courts. We continue to monitor After year end, we also initiated a process to appoint leverage technology, data analytics and intelligence-led within targeted timeframes was constrained by these proceedings and support SAPS, the Hawks and a panel of specialised external forensic service investigations to improve investigative outcomes and the significant volume of historical cases requiring the National Prosecuting Agency (NPA) to advance providers to supplement internal resources and address the backlog of forensic cases. Strengthening attention, combined with the lack of sufficient investigations, arrests and prosecution outcomes. provide access to specialist capabilities – including consequence management also remains a strategic resources to clear the backlog. digital forensics, advanced data analytics and other Another key focus is the strengthening of the priority. Continued focus is being placed on improving forensic disciplines – to accelerate the resolution of integration between forensic investigations, control coordination between investigative, disciplinary and legal legacy matters, while strengthening the quality and remediation, employee disciplinary processes, supplier processes to accelerate the implementation of remedial sanctions and criminal referrals. This approach actions and ensure that misconduct is addressed consistency of investigative outcomes. seeks to hold individuals and entities accountable consistently, fairly and transparently. 41 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Abbreviations AC Audit Committee (a Board committee) FGD Flue gas desulphurisation ACI African, Coloured and Indian GCE Group Chief Executive AEL Atmospheric emissions licence GCFO Group Chief Financial Officer B-BBEE Broad-based black economic empowerment GDP Gross domestic product BESS Battery energy storage system GIS Group Investigations and Security Department BOPC Business Operations Performance Committee GSC Governance and Strategy Committee (a Board committee) (a Board committee) CAIDI Customer average interruption duration index GW Gigawatt = 1 000 megawatts (see glossary) GWh Gigawatt-hour = 1 000MWh CCMA Council for Conciliation, Mediation and HCR Human Capital and Remuneration Committee Arbitration (a Board committee) CORE Cost Optimisation and Revenue Enhancement IASB International Accounting Standards Board CSA Coal supply agreement (part of the IFRS Foundation) CSI Corporate social investment IDC Industrial Development Corporation of South Africa Ltd DAA Distribution agency agreement IFC Investment and Finance Committee DEE Department of Electricity and Energy (a Board committee) DFFE Department of Forestry, Fisheries and the IFRS ® International Financial Reporting Standards Environment INPO Institute of Nuclear Power Operations DFI Development finance institution IPP Independent power producer (see glossary) DMPR Department of Mineral and Petroleum Resources IRP Integrated Resource Plan DoA Delegation of authority ISSB International Sustainability Standards Board (part of the IFRS Foundation) DWS Department of Water and Sanitation King IV King IV Report on Corporate GovernanceTM EAF Energy availability factor (see glossary) for South Africa, 2016 EBITDA Earnings before interest, taxation, King V King V Report on Corporate GovernanceTM for depreciation and amortisation, and fair value South Africa, 2025 adjustments kℓ Kilolitre = 1 000 litres ECA Export credit agency KPI Key performance indicator ERI Eskom Rotek Industries SOC Ltd kt Kiloton = 1 000 tons ERTT Eskom Restructuring Task Team (established by 42 Abbreviations the Presidency) kV Kilovolt = 1 000 volts 44 Glossary of terms ESG Environmental, social and governance kWh Kilowatt-hour = 1 000 watt-hours (see glossary) 46 Leadership qualifications and directorships ESP Electrostatic precipitator kWhSO Kilowatt-hour sent out 50 Board and Exco meeting attendance EUF Energy utilisation factor (see glossary) LTIR Lost-time injury rate (see glossary) 52 Disclosure of information under the PFMA Exco Executive Management Committee MES Minimum Emission Standards Deviations, expansions and variations 58 FFP Fabric filter plant Mℓ Megalitre = 1 million litres reported to National Treasury 62 Corporate information 42 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Abbreviations continued MOI Memorandum of incorporation SADC Southern African Development Community mSv Millisievert SAIDI System average interruption duration index (see glossary) Mt Million tons SAIFI System average interruption frequency index MVA Megavolt-ampere = 1 million volts (see glossary) MW Megawatt = 1 million watts SALGA South African Local Government Association MWh Megawatt-hour = 1 000kWh SAPP Southern African Power Pool MWhSO Megawatt-hour sent out SARS South African Revenue Service MYPD Multi-year price determination SES Social, Ethics and Sustainability Committee NECOM National Energy Crisis Committee (a Board committee) NEDCSA National Electricity Distribution Company SIU Special Investigating Unit of South Africa SOC Ltd SOC State-owned company NEMA National Environmental Management Act, 1998 SSEG Small-scale embedded generation NEMAQA National Environmental Management: Air TMPS Total measured procurement spend Quality Act, 2004 TWh Terawatt-hour = 1 000GWh NERSA National Energy Regulator of South Africa UAGS Unplanned automatic grid separations NNR National Nuclear Regulator UCLF Unplanned capability loss factor (see glossary) NPA Negotiated pricing agreement WANO World Association of Nuclear Operators NTCSA National Transmission Company South Africa SOC Ltd OCGT Open-cycle gas turbine (see glossary) OCLF Other capability loss factor (see glossary) OEM Original equipment manufacturer PCLF Planned capability loss factor (see glossary) PFMA Public Finance Management Act, 1999 PPA Power purchase agreement PRFI Public recordable fatality incident (see glossary) PV (Solar) photovoltaic RC Risk Committee (a Board committee) RCA Regulatory clearing account RE-IPP Renewable energy independent power producer RMIPPPP Risk Management Independent Power Producer Procurement Programme 43 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Glossary of terms Arrear debt as percentage of revenue Gross arrear debt written off (relating to electricity receivables only) divided by gross electricity revenue multiplied by 100 Base-load plant Largely coal-fired and nuclear power stations, designed to operate continuously Cash interest cover (ratio) Provides a view of the company’s ability to satisfy the interest burden on its borrowings by utilising cash generated from operating activities. It is calculated as net cash from operating activities divided by net interest paid (interest paid on financing activities less interest received from financing activities) Current ratio (The current portion of inventory, payments made in advance, trade and other receivables and taxation assets) divided by (the current portion of trade and other payables, payments received in advance, provisions, employee benefit obligations and taxation liabilities) Customer average interruption duration The average time it takes to restore service to a customer during an outage, measured in hours. Calculated by dividing the total duration of all customer interruptions by the total number of customer index (CAIDI) interruptions, or alternatively, SAIDI divided by SAIFI. The approved exclusion criteria (as defined in NRS 047) are not applied in the measurement Daily peak Maximum amount of energy demanded by consumers in one day Debt/equity including long-term provisions Net financial assets and liabilities plus non-current retirement benefit obligations and non-current provisions divided by total equity Debt service cover (ratio) Cash generated from operations divided by (net interest paid from financing activities plus debt securities and borrowings repaid) Decommission To remove a facility (e.g. a reactor, a unit or an entire power station) from service and either store it safely or dismantle it Demand-side management Planning, implementing and monitoring activities to encourage consumers to use electricity more efficiently, including both the timing and level of demand EBITDA margin EBITDA as a percentage of revenue (excluding revenue not recognised due to uncollectability) Electricity operating costs per kWh Electricity-related costs (primary energy costs, employee benefit costs plus net impairment loss and other operating expenses, less other income) divided by total kWh sales multiplied by 100 Electricity revenue per kWh Electricity revenue (including electricity revenue not recognised due to uncollectability) divided by total kWh sales multiplied by 100 Embedded derivative Financial instrument that causes cash flows that would otherwise be required by modifying a contract according to a specified variable such as currency Energy availability factor (EAF) Measures power station availability, taking account of both planned and unplanned energy losses under the control of plant management, as well as other non-controllable energy losses, measured as a percentage of total operational capacity Energy efficiency Programmes to reduce energy used by specific end-use devices and systems, typically without affecting services provided Energy utilisation factor (EUF) Ratio of actual electrical energy produced during a period of time divided by the total available energy capacity. It is a measure of the degree to which the available energy capacity of an electricity supply network is utilised. Available energy capacity refers to the capacity after all unavailable energy (planned and unplanned energy losses) has been taken into account, and represents the net energy capacity made available to the System Operator or national grid Fatality An incident in which or in consequence of which, any person (an employee, contractor or member of the public) dies. To be classified as a fatality it must occur at work, or arise out of or in connection with the activities of persons at work, or in connection with the use of plant or machinery. It is reported based on the date on which the incident occurred, regardless of the time intervening between the injury and/or exposure to the cause and the resulting loss of life Forced outage Shutdown of a generating unit, transmission line or other facility for emergency reasons or a condition in which generating equipment is unavailable for load due to unanticipated breakdown Free basic electricity Amount of electricity deemed sufficient to provide basic electricity services to a poor household (50kWh per month) Free funds from operations Cash generated from operations adjusted for working capital Gross debt Debt securities and borrowings plus finance lease liabilities plus the after-tax effect of provisions and employee benefit obligations Gross debt/EBITDA ratio Gross debt divided by earnings before interest, taxation, depreciation, amortisation and fair value adjustments Independent non-executive director A director who (a) is not a full-time salaried employee of the company or its subsidiary nor a shareholder representative; (b) has not been employed by the company in any executive capacity in any of the past three financial years; (c) is not a professional advisor, significant supplier or customer of the company; and (d) is not receiving remuneration contingent on the performance of the company Independent power producer (IPP) Any entity, other than Eskom, that owns or operates, in whole or in part, one or more independent power generation facilities Kilowatt-hour (kWh) Basic unit of electric energy equal to one kilowatt of power supplied to or taken from an electric circuit steadily for one hour Lead Independent Director (LID) Acts as a sounding board for the Chairman and can lead or chair Board meetings in the Chairman’s absence or when he has a conflict of interest (effectively a deputy chairperson). The LID can assist with amplifying the voice of other board members and resolving problematic board dynamics. The LID will also lead the Chairman’s performance appraisal Load Amount of electric power delivered or required on a system at any specific point Load curtailment Typically, larger industrial customers reduce their demand by a specified percentage for the duration of a power system emergency. Due to the nature of their business, these customers require two hours’ notification before they can reduce demand Load management Activities to influence the level and shape of demand for electricity so that demand conforms to the present supply situation, long-term objectives and constraints 44 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Glossary of terms continued Loadshedding Scheduled and controlled power cuts that rotate available capacity between all customers when demand is greater than supply in order to avoid blackouts. Distribution or municipal control rooms open breakers and interrupt load according to predefined schedules. Use of the term loadshedding typically includes the concept of load curtailment Lost-time injury (LTI) A work injury which arises out of and in the course of employment and which renders the injured employee or contractor unable to perform their regular/normal work on one or more full calendar days or shifts, other than the day or shift on which the injury occurred. It includes occupational diseases and fatalities Lost-time injury rate (LTIR) Proportional representation of the occurrence of lost-time injuries over 12 months per 200 000 working hours Major incident An interruption on the transmission network with a severity ≥1 system minute Maximum demand Highest demand of load within a specified period Non-technical losses Energy losses due to electricity theft through illegal connections, tampering and bypassing of electricity meters, as well as the purchase of electricity tokens from unregistered or illegal vendors. It includes meter reading and billing errors Occupational disease/illness Any confirmed disease/illness arising out of, and in the course of, an employee’s employment, that is listed in Schedule 3 of the Compensation for Occupational Injuries and Diseases (COID) Act, 1993, or any other condition as determined by an occupational health practitioner Off-peak Period of relatively low system demand Open-cycle gas turbine (OCGT) Liquid fuel turbine power station that forms part of peak-load plant and runs on kerosene or diesel. Designed to operate in periods of peak demand Other capability loss factor (OCLF) Energy losses outside of a station’s control as well as internal non-engineering constraints, measured as a percentage of total operational capacity Outage Period in which a generating unit, transmission line, or other facility is out of service Peak demand Maximum power used in a given period, traditionally between 7:00 and 10:00 as well as 18:00 to 20:00 in summer; and 6:00 to 9:00 as well as 17:00 to 19:00 in winter Peaking capacity Generating equipment normally operated only during hours of highest daily, weekly or seasonal loads Peak-load plant Gas turbines, hydroelectric or a pumped storage scheme used during periods of peak demand Planned capability loss factor (PCLF) Energy losses due to planned maintenance on power station units, whether due to full shutdowns or partial load reduction, measured as a percentage of total operational capacity Primary energy Energy from natural resources, e.g. coal, diesel, uranium, sunlight, wind and water Public recordable fatality incident (PRFI) An incident resulting in the electrocution of a member of the public by coming into contact with Eskom apparatus within the point of supply, as well as any work-related incident where an Eskom employee or contractor is responsible for the death of a member of the public. It excludes electrocution resulting from criminal activities or incidents where a member of the public is solely at fault. The electrocution of a minor as a result of criminal activity will, however, be regarded as a PRFI Pumped storage scheme A lower and an upper reservoir with a power station/pumping plant between the two. During off-peak periods the reversible pumps/turbines use electricity to pump water from the lower to the upper reservoir. During periods of peak demand, water runs back into the lower reservoir through the turbines, generating electricity Reserve margin Difference between net system capability and the system’s maximum load requirements (peak load or peak demand) Return on assets EBIT divided by the regulated asset base, which is the sum of property, plant and equipment, trade and other receivables, inventory and future fuel, less trade and other payables and deferred income Sustainability Refers to practices that can be maintained without harming the environment, society or the economy, and considers future generations. It involves finding a balance between the needs of the present and the ability of future generations to meet their own needs System average interruption duration The average duration of interruptions on the distribution network experienced by customers during a year, measured in hours. It excludes events where the approved exclusion criteria (as defined in index (SAIDI) NRS 047) have been applied System average interruption frequency The average frequency of interruptions on the distribution network experienced by customers during a year, measured in number of events. It excludes events where the approved exclusion criteria index (SAIFI) (as defined in NRS 047) have been applied System minute Global benchmark for measuring the severity of transmission network interruptions to customers. One system minute is equivalent to the loss of the entire system for one minute at annual peak. A major incident is an interruption with a severity ≥1 system minute Technical losses Naturally occurring losses that depend on the power systems used Unit capability factor (UCF) Measure of availability of a generating unit, indicating how well it is operated and maintained Unplanned capability loss factor (UCLF) Energy losses due to outages are considered unplanned when a power station unit has to be taken out of service and it is not scheduled at least four weeks in advance, measured as a percentage of total operational capacity Used nuclear fuel Nuclear fuel irradiated in and permanently removed from a nuclear reactor. Used nuclear fuel is stored on site in used fuel pools or storage casks Watt The watt is the International System of Units’ (SI) standard unit of power. It specifies the rate at which electrical energy is dissipated (energy per unit of time) Wheeling Refers to the movement of electricity between international customers through Eskom’s network, without the power being available to customers on the South African grid 45 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Leadership qualifications and directorships Ages are shown at 31 March 2026. Only active directorships and memberships are reflected. BOARD OF DIRECTORS AT 31 MARCH 2026 Mteto Nyati (61) Calib Cassim (54) Lwazi Goqwana (50) Chairman Group Chief Financial Officer Independent non-executive director Independent non-executive director Executive director Appointed to Board in October 2022 Appointed to Board in October 2022; Appointed to Board in July 2017 appointed as Chairman in October 2023 Qualifications and designations Qualifications and designations B Sc (Hons) Mechanical Engineering Qualifications and designations B Com (University of KwaZulu-Natal) (University of Cape Town) B Sc Mechanical Engineering B Accounting Sciences (Unisa) MBA (Milpark Business School) (University of KwaZulu-Natal) Chartered Accountant (SA) PhD (Honoris Causa) Information Master of Business Leadership (Unisa) Directorships Technology Management Allpides (Pty) Ltd (University of Johannesburg) Directorships Infrastructure Specialist Group (Pty) Ltd Escap SOC Ltd MPA Consortium Directorships Eskom Enterprises SOC Ltd National Society of Black Engineers of South Africa NPC Accelerated Growth Partners (Pty) Ltd Eskom Finance Company SOC Ltd Paminar (Pty) Ltd Ammoa (Pty) Ltd National Transmission Company South Africa SOC Ltd Business Systems Group (Africa) (Pty) Ltd Dr Andrew Barendse (59) Rocla (Pty) Ltd Sako Green Energy (Pty) Ltd Independent non-executive director Technicrete ISG (Pty) Ltd The Collective X NPC Appointed to Board in December 2025 Technicrete Mining Services (Pty) Ltd Wazo Investments (Pty) Ltd Zepide Group (Pty) Ltd Qualifications and designations Bajabulile Tshabalala (60) BA Education Management (University of Sharmila Govind (51) Lead Independent Director (LID) Johannesburg) Independent non-executive director Independent non-executive director MBA (University of Cape Town) Appointed to Board in December 2025 Appointed to Board in December 2025 Master of Legal Studies (Washington University) Qualifications and designations Qualifications and designations PhD Regulatory Economics (Delft University BA Psychology and Sociology BA Economics (Lawrence University) of Technology, Netherlands) (University of KwaZulu-Natal) MBA (Wake Forest University) BA (Hons) Sociology (University of Directorships KwaZulu-Natal) Directorships Buzz Holdings (Pty) Ltd MBA (University of Wales) Capital Nexus Africa (Pty) Ltd Mast Services (Pty) Ltd Kupanua Investments (Pty) Ltd Directorships Leeto Resources (Pty) Ltd Dr Kgaugelo Chiloane (50) CapabilityFX (Pty) Ltd Ukuu Energy (Pty) Ltd Independent non-executive director Constant Core (Pty) Ltd Xau Investments cc Appointed to Board in December 2025 Success Human Solutions Consultancy and Associates (Pty) Ltd Dan Marokane (54) Qualifications and designations Group Chief Executive B Sc Chemistry (University of Clive le Roux (74) Executive director Witwatersrand) Independent non-executive director Appointed to Board in March 2024 B Sc (Hons) Chemistry Appointed to Board in October 2022 (University of Witwatersrand) Qualifications and designations M Sc Environmental Science Qualifications and designations B Sc Chemical Engineering (University of Witwatersrand) B Sc Electrical Engineering (cum laude) (University of Cape Town) PhD Environmental Science (University of Witwatersrand) M Sc Petroleum Engineering (North-West University) Advanced Executive Diploma in Leadership (University of London) (Unisa) DIC (Imperial College London) Directorships MBA (University of Cape Town) KECES Group (Pty) Ltd Directorships Pan Africa Climate Justice Alliance South Africa NPC None Directorships Energy Council of South Africa NPC 46 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Leadership qualifications and directorships continued Ages are shown at 31 March 2026. Only active directorships and memberships are reflected. BOARD OF DIRECTORS AT 31 MARCH 2026 continued Dr Dimakatso Matshoga (48) Tshokolo Nchocho (58) Dr Busisiwe Vilakazi (42) Independent non-executive director Independent non-executive director Independent non-executive director Appointed to Board in December 2025 Appointed to Board in December 2025 Appointed to Board in October 2022 Qualifications and designations Qualifications and designations Qualifications and designations B Sc Electronic Engineering B Com (University of Limpopo) B Sc Electrical Engineering (University of KwaZulu-Natal) Master of Business Leadership (Unisa) (University of Witwatersrand) Postgraduate Diploma in Project M Sc Development Finance M Sc Engineering (University of Management (School of Project (University of London) Witwatersrand) Management, Pretoria) MBA (University of Witwatersrand) MBA (Management College of Directorships PhD Engineering Science (University Southern Africa) AgriEco Trading and Investments (Pty) Ltd of Oxford) Doctor of Business Leadership (Unisa) Axia Services and Trading (Pty) Ltd Capital Nexus Africa (Pty) Ltd Directorships Directorships Daybreak Foods (Pty) Ltd Macsteel Service Centres SA (Pty) Ltd Atafala Enterprises cc Eagle Aviation Partners (Pty) Ltd Milpark BEE Investment (Pty) Ltd FutureCrops Ventures (Pty) Ltd National Transmission Company South Dr Tsakani Mthombeni (46) HarvestIQ (Pty) Ltd Africa SOC Ltd Independent non-executive director Lefika Capital Partners (Pty) Ltd Ndilantswa Group (Pty) Ltd Appointed to Board in October 2022 MDN Property Group (Pty) Ltd Sako Green Energy (Pty) Ltd Minvest Ventures (Pty) Ltd Stadio Holdings Ltd Qualifications and designations New Lease of Life Foundation NPC B Sc (Hons) Electrical Engineering Primera Capital Partners (Pty) Ltd Thandeka Zondi-Mthembu (44) (University of Cape Town) Sedibelo Resources Ltd Independent non-executive director M Sc Electrical Engineering The Green Chemicals Consortium (Pty) Ltd Appointed to Board in December 2025 (Clarkson University) PhD Electrical Engineering Prof. Vuyo Peach (62) Qualifications and designations (Clarkson University) Independent non-executive director B Com Accounting (University of Appointed to Board in December 2025 Witwatersrand) Directorships Postgraduate Diploma in Accountancy KPTL Investments (Pty) Ltd Qualifications and designations (University of Witwatersrand) Royal Bafokeng Platinum Ltd B Juris (Vista University) Chartered Accountant (SA) LLB (Vista University) LLM (North-West University) Directorships LLD (University of Zululand) AtaliaKoum Agri (Pty) Ltd MTN MoMo (fintech platform within MTN Group Ltd) Directorships Old Mutual Alternative Risk Transfer Insure Ltd North West Gambling Board Old Mutual Insure Ltd Ntsangane Forensic Investigators (Pty) Ltd Old Mutual Superfund Umbrella Retirement Funds VP Legal Practice and Institutions Research cc Thandeka Zondi and Associates (Pty) Ltd Ubukhosi Technology Consulting (Pty) Ltd 47 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Leadership qualifications and directorships continued Ages are shown at 31 March 2026. Only active directorships and memberships are reflected. EXECUTIVE MANAGEMENT COMMITTEE AT 31 MARCH 2026 Dan Marokane (54) Leonard de Villiers (69) Dr Candice Hartley (45) Group Chief Executive Chief Technology and Information Chief People Officer Appointed to Exco in March 2024 Officer Appointed to Exco in March 2025 7 years in Eskom (including 2010 to 2015) Appointed to Exco in November 2024 1 year in Eskom 1 year in Eskom Qualifications and designations Qualifications and designations B Sc Chemical Engineering Qualifications and designations BA Psychology (University of Johannesburg) (University of Cape Town) National Diploma in Electronic Data BA (Hons) Psychology (University of M Sc Petroleum Engineering Processing (Tygerberg Technical College) Johannesburg) (University of London) Global Information and Telecommunications Postgraduate Diploma in Business DIC (Imperial College London) Industries (Insead Business School) Administration (University of Pretoria) MBA (University of Cape Town) Delivering Information Services and MBA (University of Pretoria) Information Technology (Harvard Business PhD Business (University of Cape Town) Directorships School) Energy Council of South Africa NPC Directorships Directorships None Calib Cassim (54) iMas Finance Co-operative Ltd Group Chief Financial Officer Professional Provident Society (PPS) Agnes Mlambo (55) Appointed to Exco in July 2017 Insurance Company Ltd Acting Group Executive: Distribution 24 years in Eskom Moyo Business Advisory (Pty) Ltd Appointed to Exco in August 2025 Southbend 3365 cc 18 years in Eskom Qualifications and designations Qualifications and designations B Com (University of KwaZulu-Natal) Nontokozo Hadebe (48) B Com Accounting and Economics B Accounting Sciences (Unisa) Group Executive: Strategy and (University of Cape Town) Chartered Accountant (SA) Sustainability Chartered Management Accountant (CIMA) Master of Business Leadership (Unisa) Appointed to Exco in November 2024 MBA (University of Southern Queensland) Directorships 1 year in Eskom Directorships Escap SOC Ltd Eskom Finance Company SOC Ltd Qualifications and designations Eskom Enterprises SOC Ltd B Sc (Hons) Biochemistry Eskom Finance Company SOC Ltd (University of Zululand) Certificate Programme in Leadership Roman Crookes (53) Development (University of Witwatersrand) Group Executive: Group Capital Master of Business Leadership (Unisa) Appointed to Exco in November 2024 Postgraduate Diploma in Financial Strategy 17 years in Eskom (including 1999 to 2016) (University of Oxford) Qualifications and designations Directorships B Sc Mechanical Engineering None (University of Witwatersrand) M Sc Mechanical Engineering (University of Witwatersrand) Directorships None 48 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Leadership qualifications and directorships continued Ages are shown at 31 March 2026. Only active directorships and memberships are reflected. EXECUTIVE MANAGEMENT COMMITTEE AT 31 MARCH 2026 continued Portia Mngomezulu (50) Bheki Nxumalo (57) Group Executive: Corporate Services Group Executive: Generation Appointed to Exco in November 2024 Appointed to Exco in June 2023 1 year in Eskom 29 years in Eskom Qualifications and designations Qualifications and designations B Com Accounting (Unisa) National Diploma in Chemical Engineering Postgraduate Diploma in Business (Mangosuthu University of Technology) Administration (University of Pretoria) National Higher Diploma in Chemical MBA (Gordon Institute of Business Science) Engineering (Vaal University of Technology) MBA (North-West University) Directorships Harpo Corporation (Pty) Ltd Directorships BJ Zwide Nozalo (Pty) Ltd Rivoningo Mnisi (44) Eskom Enterprises SOC Ltd Group Executive: Renewables Eskom Rotek Industries SOC Ltd Appointed to Exco in February 2025 Fountaindale Farming (Pty) Ltd 1 year in Eskom Takuwani Holdings (Pty) Ltd Qualifications and designations Alfred Seema (53) B Tech Industrial Engineering (University of Group Executive: Strategic Delivery Johannesburg) Appointed to Exco in December 2024 B Sc (Hons) Applied Science (University of 1 year in Eskom Pretoria) MBA (Gordon Institute of Business Science) Qualifications and designations B Sc Chemical Engineering (University of Directorships Cape Town) Bhubezi Minerals Resources (Pty) Ltd MBA (Henley Business School) B Com Financial Management (Unisa) Directorships None 49 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Board meeting attendance ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE YEAR ENDED 31 MARCH 2026 Business Operations Human Capital and Social, Ethics and Audit Performance Governance and Remuneration Investment and Sustainability Members Board Committee Committee Strategy Committee Committee Finance Committee Risk Committee Committee Total number of meetings 14 11 8 9 12 13 5 6 Non-executive directors Mteto Nyati (Chairman) 14/14& 9/9& Bajabulile Tshabalala (LID) 1 5/5 1/2 2/2 5/5& Dr Andrew Barendse1 5/5 2/2 2/2 2/2 Dr Kgaugelo Chiloane1 5/5 1/1 2/2 1/1 Lwazi Goqwana 13/14 7/8 11/12 12/13 Sharmila Govind1 5/5 2/2 2/2 1/1& 1/1 Clive le Roux 14/14 8/8 & 8/9 13/13 3/3 6/6 Dr Dimakatso Matshoga1 5/5 2/2 1/1 5/5 Dr Tsakani Mthombeni 13/14 6/6 9/9 12/13 5/5& 4/5 Tshokolo Nchocho 1 5/5 2/2 2/2 1/1 1/1& Prof. Vuyo Peach1 5/5 2/2 1/1 1/1 Dr Busisiwe Vilakazi 13/14 10/11 8/8 3/3 6/6 Thandeka Zondi-Mthembu2 3/5 2/2& 1/2 4/5 2/2 Executive directors Dan Marokane 13/14 <10/11> <6/8> <8/9> <7/12> <11/13> 3/5 <4/5> Calib Cassim 13/14 <9/11> <7/8> <6/9> <4/12> <11/13> 3/5 <4/5> Former non-executive directors3 Fathima Gany 9/9 9/9# 7/7 11/11 2/3 5/5 Ayanda Mafuleka 9/9 9/9 4/6 10/11 Leslie Mkhabela (former LID) 9/9 9/9 <6/7> 10/11 4/5 Bheki Ntshalintshali 9/9 7/7 10/11 3/3 5/5# Tryphosa Ramano 7/9 3/6 6/7 8/8# Dr Claudelle von Eck 9/9 9/9 6/7 11/11# 5/5 Attendance as reflected above refers to directors who were members of that committee during the year to 31 March 2026 and includes changes in committee composition during the year. & denotes the chair of the Board or committee at 31 March 2026. # denotes the former chair of a committee during the year ended 31 March 2026. <> denotes meetings attended as an official or permanent invitee. 1. Appointed from 1 December 2025. 2. Appointed from 5 December 2025. 3. Term ended on 30 November 2025. 50 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Exco meeting attendance ATTENDANCE AT EXCO MEETINGS FOR THE YEAR ENDED 31 MARCH 2026 Number of Members Divisional responsibility meetings attended Total number of meetings 21 Exco members Dan Marokane Group Chief Executive 16/21 Calib Cassim Group Chief Financial Officer 18/21 Roman Crookes Group Executive: Group Capital 18/21 Len de Villiers Chief Technology and Information Officer 16/21 Nontokozo Hadebe Group Executive: Strategy and Sustainability 19/21 Dr Candice Hartley Chief People Officer 17/21 Agnes Mlambo1 Acting Group Executive: Distribution 8/14 Portia Mngomezulu Group Executive: Corporate Services 19/21 Rivoningo Mnisi Group Executive: Renewables 15/21 Bheki Nxumalo Group Executive: Generation 19/21 Alfred Seema Group Executive: Strategic Delivery 19/21 Permanent invitees Tembela Kulu General Manager: Group Investigations and Security <19/21> Ureka Rangasamy Chief Audit Executive <21/21> Jerome Mthembu2 Head of Legal and Compliance <20/21> Mlawuli Manjingolo Group Company Secretary <19/21> Former Exco members Monde Bala1 Former Group Executive: Distribution 5/7 <> denotes meetings attended as an official or permanent invitee. 1. The NTCSA board approved the secondment of Monde Bala, Group Executive: Distribution, to the role of interim CEO of NTCSA from 1 August 2025. He was subsequently appointed as CEO of NTCSA from 1 October 2025 and no longer serves as a member of Exco. Agnes Mlambo was appointed as acting Group Executive: Distribution from 1 August 2025. She stepped down after Junaid Munshi was appointed as Group Executive: Distribution from 1 June 2026 following an executive recruitment process. 2. Jerome Mthembu was appointed as Group Executive: Legal, Compliance and Regulation from 1 June 2026. He became a member of Exco from that date (previously served as a permanent invitee to Exco). 51 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Disclosure of information under the PFMA Section 55(2)(b)(i) of the Public Finance Management Eskom received a qualified audit opinion from the TENDER PROCESSES NOT ADHERED TO AND Act, 1999 (PFMA) requires that the particulars of external auditors for FY2025 related to the accuracy GR For further information on our remediation efforts INSUFFICIENT DELEGATION OF AUTHORITY refer to “Reinforcing controls and assurance – any irregular expenditure, any fruitless and wasteful and completeness of irregular expenditure and Irregular expenditure arose where prescribed tender Strengthening PFMA compliance” from page 35 expenditure as well as material losses due to criminal losses due to criminal conduct in the annual financial processes and/or delegated approval requirements conduct be disclosed in an entity’s annual financial statements. Eskom has once again received a qualified were not complied with, including instances where statements and annual report. The National Treasury opinion for FY2026, relating to the quantification and IRREGULAR EXPENDITURE evaluation or adjudication criteria were not applied Instruction 4 of 2022/23 on PFMA Compliance and disclosure of irregular expenditure required in terms Irregular expenditure is defined as expenditure, as communicated and/or approvals were not Reporting Framework, effective from 3 January 2023, of the PFMA, as associated financial records were other than unauthorised expenditure, incurred appropriately authorised, contrary to PFMA section was applied in this regard when compiling the not complete. The auditors raised material findings in contravention of or not in accordance with a 51(1)(a)(iii) and procurement prescripts. disclosure in Eskom’s annual financial statements in respect of the lack of completeness of Eskom’s requirement of any applicable legislation. The scope and integrated report. The instruction applies to reported irregular expenditure relating to both the includes transgressions of any laws or regulations MODIFICATIONS EXCEEDING ALLOWED all departments, trading entities, constitutional current year and the cumulative balance. regardless of whether the expenditure was justified AMOUNTS institutions and public entities listed in Schedules 2 from a business perspective, value was received, Irregular expenditure was incurred where contract and 3 to the PFMA. the breaches were deliberate or accidental, or the modifications or variations were implemented AFS Refer to the “Report on the audit of the consolidated and separate financial statements – breaches happened unknowingly or in good faith. without meeting applicable approval requirements The instruction note requires reporting of irregular and/or prescribed thresholds in the relevant National Basis for qualified opinion”, “Other matter” and expenditure and fruitless and wasteful expenditure Irregular expenditure is incurred when the related Treasury instructions. “Other information” in the independent auditor’s inclusive of value-added tax (VAT). However, National transaction is recognised in terms of International report in the financial statements for further Treasury has granted Eskom a departure from this information Financial Reporting Standards (IFRS). The irregular requirement in terms of section 79 of the PFMA. GR R  efer to page 61 for a summary of expansions and expenditure is deducted from the cumulative balance variations during the past year Eskom has historically reported all amounts excluding through a process of condonation by the relevant VAT and has continued to do so for FY2026; therefore, The audit qualification no longer extends to the authority, removal of matters not condoned, recovery all amounts disclosed in this note exclude VAT. accuracy of irregular expenditure reported or of losses or write-off of irrecoverable losses. TAX NON-COMPLIANCE to losses due to criminal conduct. However, the Irregular expenditure was incurred where supplier In addition to the annual disclosure provided in group recognises that the PFMA-related audit Certain comparative amounts have been restated tax compliance requirements were not satisfied at the financial statements and the governance and qualifications reflect systemic challenges that cannot following the identification and confirmation of the point of award approval (i.e. compliance was not remuneration report, the group reports quarterly to be resolved through short-term interventions alone. irregular expenditure and fruitless and wasteful appropriately verified as compliant prior to award), National Treasury on current and historical irregular While progress has been made, concerns remain expenditure relating to the prior financial year. contrary to applicable National Treasury Supply Chain expenditure and fruitless and wasteful expenditure regarding delayed remediation actions, the need to The restatement has been made to recognise such Management instructions. that has not been fully addressed, as required. demonstrate sustained control effectiveness, recurring expenditure in the financial period to which it relates, procurement and documentation weaknesses, in accordance with the requirements of National USE OF SOLE OR SINGLE SOURCE Eskom obtained an approved departure from and the timely implementation of consequence Treasury Instruction 4 of 2022/23. Irregular expenditure arose from non‑compliance National Treasury regarding the measurement management. Eskom will therefore continue to apply with National Treasury limited bidding requirements of assessment and determination timelines a disciplined, multi-year audit recovery approach to Irregular expenditure is reported in the following of sole and/or single source procurement, where for irregular expenditure and fruitless and PFMA compliance, with emphasis on embedding categories: the criteria and/or approvals supporting limited wasteful expenditure registered from 1 April sustainable controls, strengthening accountability bidding were not appropriately met prior to contract BREACH OF MORE THAN ONE LEGISLATIVE 2025. The departure provides for an extended and improving the reliability of PFMA reporting and award, contrary to procurement prescripts giving related disclosures. REQUIREMENT timeframe of 180 days for the assessment effect to fair, equitable, transparent, competitive and Irregular expenditure was recorded where individual and determination of matters once an item is cost‑effective procurement. Eskom remains committed to strengthening PFMA transactions involved two or more contraventions of registered in the Loss Control Register, which compliance and restoring confidence in the integrity applicable prescripts and were therefore classified as must be done within 30 days of management GR R  efer to page 60 for a summary of deviations from of its governance, control environment and financial breaches of more than one legislative requirement. becoming aware of a matter. Historical matters normal procurement practices during the past year registered before 1 April 2024 is ring-fenced and reporting. During the year, the group advanced its subject to separate monitoring and reporting. remediation efforts through weekly monitoring Supplementary controls have been implemented of progress against agreed action plans, improved to support transparency, audit traceability and tracking of overdue actions, stronger oversight of continued compliance with preserved regulatory root-cause remediation and focused attention on requirements. matters affecting irregular expenditure, loss control processes and audit readiness. 52 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Disclosure of information under the PFMA continued CONTRACTS AWARDED WITHOUT FOLLOWING CIDB REQUIREMENTS DESIGNATED SECTORS Irregular expenditure was incurred where procurement awards did not comply Irregular expenditure was incurred where designated sector or local production and content requirements were not complied with, with applicable Construction Industry Development Board (CIDB) regulatory including cases where minimum thresholds were not appropriately specified and/or validated in tender documents, contrary to designated requirements that are directly linked to award legality and prescribed eligibility or sector and local content prescripts. compliance conditions. IRREGULAR EXPENDITURE PPPFA: INCORRECT TENDER PROCESS APPLIED Irregular expenditure for the year ended 31 March 2026 Irregular expenditure was incurred where preferential procurement requirements were not applied correctly, including instances where preferential evaluation Not methodologies (e.g. preference points or threshold application) were not applied as Opening condoned Recovered prescribed by the Preferential Procurement Policy Framework Act, 5 of 2000 (PPPFA) balance Total and or written Closing or Preferential Procurement Regulations and related prescripts. Description, R million restated Confirmed incurred Condoned removed off balance Breach of more than one legislative INCORRECT CLASSIFICATION AS EMERGENCY OR URGENT 95 811 972 96 783 (45) (12 854) – 83 884 requirement PROCUREMENT Tender processes not adhered to and Irregular expenditure was incurred where procurement processed as emergency and/ 25 523 628 26 151 (659) (202) (182) 25 108 insufficient delegation of authority or urgent but did not meet prescribed requirements, including incorrect classification Modifications exceeding allowed amounts 8 738 – 8 738 (314) (148) – 8 276 or insufficient justification prior to award, contrary to applicable National Treasury Tax non-compliance 12 162 2 825 14 987 (23) (5 521) – 9 443 Supply Chain Management prescripts. Use of sole source 3 989 – 3 989 – (61) – 3 928 Contracts awarded without following 673 13 686 (1) – – 685 GR Refer to page 60 for a summary of deviations from normal procurement practices CIDB requirements during the past year PPPFA: Incorrect tender process applied 1 131 390 1 521 (1) – – 1 520 Incorrect classification as emergency or 703 – 703 (3) (3) – 697 urgent procurement EXPENDITURE NOT IN ACCORDANCE WITH OTHER NATIONAL Expenditure not in accordance with TREASURY INSTRUCTIONS 609 – 609 – (1) – 608 other National Treasury instructions Non-compliance with National Treasury Instructions, unrelated to SCM instructions, Designated sectors 325 – 325 – – – 325 which are reflected in other disclosure categories. Other 332 79 411 – – – 411 Total 149 996 4 907 154 903 (1 046) (18 790) (182) 134 885 Note 1 Note 3 Note 3 Note 3 53 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Disclosure of information under the PFMA continued Irregular expenditure for the year ended 31 March 2025 2. Prior period errors Confirmed Condoned, 2025 2025 Prior and Prior Restated removed Description, R million expenditure opening balance Opening period As disclosed period 2025 Total and Closing Total prior period errors 9 337 36 760 Description, R million balance errors restated 2025 errors expenditure incurred recovered balance Breach of more than one There were restatements to the FY2026 opening balance on 54 062 33 905 87 967 561 7 324 7 885 95 852 (41) 95 811 legislative requirement 231 matters, the net effect of which is an increase of R46 097 million, Tender processes not comprising restatements of R9 337 million to FY2025 expenditure adhered to and insufficient 23 849 593 24 442 708 775 1 483 25 925 (402) 25 523 and of R36 760 million to the FY2025 opening balance. delegation of authority Modifications exceeding In addition to corrections to amounts previously disclosed, irregular 8 621 131 8 752 2 – 2 8 754 (16) 8 738 allowed amounts expenditure that relates to years prior to FY2026 that was concluded Tax non-compliance 9 274 1 784 11 058 183 922 1 105 12 163 (1) 12 162 and quantified in the current year are disclosed as prior period errors Use of sole source 3 821 206 4 027 1 – 1 4 028 (39) 3 989 in compliance with National Treasury Instruction 4 of 2022/23. Contracts awarded without following CIDB 935 3 938 – 40 40 978 (305) 673 3. Irregular expenditure condoned, recovered, removed and requirements written off PPPFA: Incorrect tender Twenty-six matters to the value of R1 046 million were condoned 881 (1) 880 – 251 251 1 131 – 1 131 process applied during the financial year (2025: 53 matters totalling R445 million). Incorrect classification as The group received notice of condonation on six of these matters emergency or urgent 630 76 706 – 1 1 707 (4) 703 amounting to R326 million after 31 March 2026, which were treated as procurement adjusting subsequent events. No recoveries have been realised during Expenditure not in the current year (2025: one matter totalling R43 million). One matter accordance with other amounting to approximately R182 million that was not recovered was 609 – 609 – – – 609 – 609 National Treasury written off (2025: one matter of approximately R14 000). instructions Designated sectors 381 (3) 378 7 – 7 385 (60) 325 Eskom has implemented a revised process for dealing with the Other 169 66 235 75 24 99 334 (2) 332 removal of irregular expenditure not condoned by the relevant Total 103 232 36 760 139 992 1 537 9 337 10 874 150 866 (870) 149 996 authority. Irregular expenditure to the value of R18 790 million relating to 24 matters was removed during the year (2025: 26 matters of Note 2 Note 1 Note 2 Note 1 Note 3 R382 million). After year end, the Board (in its role as Accounting Authority under 1. Current year expenditure the PFMA) approved the removal of irregular expenditure amounting Description, R million Note 2026 2025 to R392 million. This removal will be reflected as a reduction in the irregular expenditure balance in FY2027. No adjustment has been Expenditure confirmed in the current year (a) 4 907 1 537 made to the FY2026 financial statements as the removal represents a Prior period errors for 2025 expenditure Note 2 – 9 337 post year-end management decision. Total current year expenditure 4 907 10 874 (a) Expenditure for the current year Expenditure of R28 million incurred in FY2026 relates to new matters. The remaining amount incurred in FY2026 relates to existing multi-year contracts that will continue to attract irregular expenditure until condoned. The group reported 68 incidents where irregular expenditure was incurred in FY2026, seven of which related to non-compliances that occurred in FY2026 and 36 relating to continuing spend on multi-year contracts where the transgression took place in previous years. 54 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Disclosure of information under the PFMA continued Details of current and previous year irregular expenditure under Details of current and previous year disciplinary action or criminal steps taken as a result of irregular expenditure assessment, determination and investigation One employee was dismissed on a prior year non-compliance where continuing expenditure was incurred in FY2026. Description, R million Note 2026 2025 Warnings were issued on one new incident relating to FY2026, while six warnings were issued on incidents with continuing spend on multi-year Irregular expenditure under assessment or contracts where the transgression took place in prior years. Expenditure in FY2025 resulted in 17 warnings, of which 10 warnings related to Note 4 15 198 17 049 determination multi-year contracts that ended in FY2025. Irregular expenditure under investigation Note 5 – – A sanction of suspension without pay was issued on two matters relating to FY2025 expenditure. Total 15 198 17 049 Disciplinary action was pending or in progress for five new incidents incurred in FY2026 and 39 incidents with continuing spend in FY2026. There were 4. Irregular expenditure under assessment or determination also 41 pending matters for FY2025, of which 20 related to multi-year contracts that ended in FY2025. It should be noted that figures disclosed are estimated and, in some In some instances, no disciplinary sanction was issued due to various reasons, including where the responsible employees left the organisation; instances, includes the full contract value, which may not have disciplinary action was deemed not appropriate and other corrective action had been applied; or the employee was found not guilty during the been fully expensed. Quantification of actual irregular expenditure disciplinary process. This was the case in one new non-compliance and 15 incidents with continuing spend in FY2026, as well as for four new matters in incurred takes place during the assessment and determination FY2025 and 11 for multi-year contracts that ended in FY2025. process after which it is concluded and reported accordingly. FRUITLESS AND WASTEFUL EXPENDITURE Irregular expenditure under assessment or determination at year end Fruitless and wasteful expenditure is expenditure made in vain that could have been avoided had reasonable care been exercised. Fruitless and wasteful relating to periods prior to FY2025 is estimated at R32 361 million, expenditure is reported in the annual financial statements and integrated report when it is confirmed. which includes 128 ring-fenced matters amounting R914 million. These historical incidents registered for assessment prior to Fruitless and wasteful expenditure for the year ended 31 March 2026 1 April 2024 are managed separately as per the National Treasury departure. Together with the amounts relating to FY2025 and Opening Total Written Closing FY2026 disclosed above, the total amount under assessment or Description, R million balance Confirmed incurred Recovered off balance determination at year end amounted to R64 608 million. Project management 2 400 – 2 400 – – 2 400 Procurement and contract management 1 237 – 1 237 – (328) 909 At year end, an amount of R16 667 million remained outstanding Interest and penalties 24 – 24 (1) (1) 22 in respect of matters older than 210 days that are tracked under Other 69 – 69 (2) – 67 the departure granted by National Treasury, which provides for an extended timeframe to assess and determine matters related Total 3 730 – 3 730 (3) (329) 3 398 to irregulate expenditure. These matters remain subject to Note 1 Note 3 Note 3 assessment and determination reviews and have therefore not yet been confirmed as irregular expenditure. Management continues to Fruitless and wasteful expenditure for the year ended 31 March 2025 prioritise the resolution of aged matters through focused oversight, continuous monitoring and targeted backlog reduction initiatives. Confirmed Prior and Prior Restated Recovered 5. Irregular expenditure under investigation Opening period disclosed period 2025 Total and written Closing If a suspicion of fraudulent, corrupt or other types of criminal Description, R million balance errors As restated 2025 errors expenditure incurred off balance conduct arises during the assessment and determination of irregular Project management 2 504 16 2 520 – – – 2 520 (120) 2 400 expenditure, the matter is referred to a mandated investigative Procurement and contract function. In some instances, the suspected criminal conduct does 1 628 (391) 1 237 – – – 1 237 – 1 237 management not derive from the assessment and determination process, such as Interest and penalties 13 3 16 8 – 8 24 – 24 matters that are reported directly to the Group Investigations and Other 793 2 795 12 3 15 810 (741) 69 Security Department or other investigative units. Total 4 938 (370) 4 568 20 3 23 4 591 (861) 3 730 Irregular expenditure under investigation relating to periods prior to Note 2 Note 2 Note 1 Note 3 FY2025 is estimated at R120 million. 55 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Disclosure of information under the PFMA continued 1. Current year expenditure 4. Fruitless and wasteful expenditure under assessment or MATERIAL LOSSES THROUGH CRIMINAL CONDUCT determination Material losses caused by criminal conduct and any disciplinary, civil or Description, R million Note 2026 2025 criminal action taken in respect of such losses are reported in terms of It should be noted that figures disclosed are estimated. Quantification Expenditure confirmed in the current of actual fruitless and wasteful expenditure incurred takes place the Significance and Materiality Framework as previously agreed with the (a) – 20 year during the assessment and determination process. shareholder representative. Prior period errors for 2025 expenditure Note 2 – 3 Fruitless and wasteful expenditure under assessment or Losses incurred Total current year expenditure – 23 determination at year end relating to periods prior to FY2025 is Description, R million Note 2026 2025 estimated at R6 785 million, of which 39% relates to a single matter (a) Expenditure for the current year Estimated non-technical energy losses (a) 7 068 regarding inventory write-offs for FY2022 and FY2023. The value 6 599 Fruitless and wasteful expenditure incurred in FY2026 is comprised Theft of conductors, cabling and includes 674 ring-fenced matters amounting R4 568 million. These (b) 86 77 of 62 incidents (2025: 57 incidents, restated from 37). network-related equipment historical incidents registered for assessment prior to 1 April 2024 are managed separately as per the National Treasury departure. Fraud and corruption (c) 8 4 2. Prior period errors Together with the amounts relating to FY2025 and FY2026 disclosed Malicious damage to property (b) – 77 2025 above, the total amount under assessment or determination at year Armed robbery (b) 26 – 2025 opening end amounted to R8 180 million. Common theft (b) 28 – Description, R million expenditure balance Total material losses 6 747 7 226 5. Fruitless and wasteful expenditure under investigation Total prior period errors 3 (370) If a suspicion of fraudulent, corrupt or other types of criminal Losses recovered There were restatements to the FY2026 opening balance on 219 conduct arises during the assessment and determination phase, the matters, the net effect of which is a decrease of R367 million, comprising matter is referred to a mandated investigative function. In some Description, R million Note 2026 2025 restatements to FY2025 expenditure of R3 million relating to 61 matters instances, the suspected criminal conduct does not derive from the Estimated non-technical energy losses (d) 55 59 and a reduction of R370 million to the FY2025 opening balance relating assessment and determination process, such as matters that are Theft of conductors, cabling and to 101 matters. directly reported to Forensic Department or other investigative (d) 1 5 network-related equipment units. Fruitless and wasteful expenditure under investigation on one Malicious damage to property (d) – 2 In addition to corrections to amounts previously disclosed, fruitless and event relating to prior periods is estimated at R4 million. Armed robbery (d) 1 – wasteful expenditure that relates to years prior to FY2026 that was Common theft (d) 5 – concluded and quantified in the current year are disclosed as prior year Details of current and previous year disciplinary action or criminal steps taken as a result of fruitless and wasteful expenditure Fraud and corruption (d) – 2 errors in compliance with National Treasury Instruction 4 of 2022/23. Written warnings were issued in 15 matters where expenditure was Total recoveries on material losses (d) 62 68 3. Fruitless and wasteful expenditure recovered or written off incurred in FY2026 and 50 matters where expenditure was incurred in Recoveries were achieved on 121 matters of R2 million during FY2026, FY2025. A sanction of suspension without pay was issued on four matters (a) Estimated non-technical energy losses either partial or in full (2025: 62 matters amounting to R294 000). for FY2026 and two for FY2025. Disciplinary action is pending or in Non-technical energy losses relate to losses due to electricity theft Losses on eight matters of approximately R329 million were written progress for 38 matters for FY2026 and 55 relating to FY2025. through illegal connections, tampering and bypassing of electricity off as irrecoverable (2025: 17 matters amounting to approximately meters as well as the purchase of electricity tokens from unregistered R861 million). No disciplinary action was taken on five matters relating to FY2026 and or illegal vendors. The management of non-technical losses focuses on 16 matters relating to FY2025 due to various reasons, including where ensuring that all energy supplied is accounted including initiatives to Details of current and previous year fruitless and wasteful expenditure the responsible employees left the organisation; disciplinary action was minimise non-technical energy losses. under assessment, determination and investigation deemed not appropriate and other corrective action was applied; or the employee was found not guilty during the disciplinary process. Description, R million Note 2026 2025 Fruitless and wasteful expenditure under Note 4 1 395 2 248 assessment or determination Fruitless and wasteful expenditure under Note 5 – – investigation Total 1 395 2 248 56 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Disclosure of information under the PFMA continued Non-technical energy losses are determined by applying a scientific Common theft consists of the unlawful appropriation of moveable (c) Fraud and corruption approach to measure total energy losses as the difference between property belonging to another with intent to permanently deprive Eskom concluded three investigations into fraud during the year energy produced and energy sold. Technical energy losses are derived the owner of the property. Property includes laptops, tools, cell where losses due to criminal conduct were incurred (2025: four). based on known factors of the electrical grid such as conductor phones, equipment, air-conditioners and all other items not included The internal control measures in the affected areas have been resistance, transformer and equipment losses. The residual of losses is in the Eskom list of essential infrastructure or security crime reviewed and enhancements recommended to the accountable line attributed to non-technical losses. As energy losses occur over a categories. The losses incurred in this category were below the managers for implementation. This includes controls, disciplinary, 24-hour period they are considered to be baseload (coal-fired) materiality threshold in FY2025. criminal and civil proceedings against those involved. orientated because coal-fired power stations are designed to respond to consumption patterns. The measurement of energy losses is Some of the initiatives being pursued include but are not limited to (d) Losses through criminal conduct recovered therefore based on the variable cost of coal-fired stations that include the following: Eskom recovered R62 million of material losses due to criminal coal and water usage as well as environmental levy costs. Other • Realigning of security contracts and optimisation of deployment, conduct (2025: R68 million). Most of the amount relates to non- coal production costs are excluded as they are not directly related including scope, resourcing, and deployment models to enhance technical energy losses. Eskom invoiced R12 million of revenue relating to energy sent out. The production cost of peaking plant, including effectiveness and responsiveness to non-technical energy losses during the year (2025: R8 million), of OCGTs, are excluded as they are normally only operated during • Improving of the Eskom asset disposal process and strategies which R5 million has been received (2025: R6 million). Additionally, periods of peak demand. • Focusing on asset management and protection including meter tampering fees of R50 million were received during the year researching and implementation of innovative solutions, i.e., unique (2025: R53 million). The risk that non-technical energy losses could increase in the future marking and tracking capabilities has reduced significantly due to improvements implemented in the online vending environment. These improvements were initiated • Implementing national policy and legislative directives to address following investigations in FY2024 that uncovered the bulk generation scrap and second-hand good market regulation which fuels the of illegal prepaid tokens on Eskom’s online vending system. demand for illicit goods • Introducing integrated, intelligent and smart security technologies (b) Theft of conductors, cabling and network-related equipment, and systems to reduce dependence on the human factor such as malicious damage to property, armed robbery, common and use of drones, intelligent cameras and alarm systems attempted theft • Implementing focused strategies and projects to reduce revenue Theft of network-related equipment includes theft of cable (including losses arising from meter tampering, illegal connections and illegal airdac cable), batteries, tower members and transformers. vending • Minimising breaches that allow easy access to sites and assets Unlawful and intentional damage to property belonging to another by improving housekeeping, appropriate storing of material and is reported as malicious damage to property. Vandalism is the equipment with well-functioning delay and deterring solutions to deliberate destruction of or damage to public or private property. prevent or minimise impact Damage towards any property without permission of the owner is reported as vandalism. The losses incurred in this category were • Deploying robust security systems that can detect and prevent below the materiality threshold in FY2026. crime and provide evidence that can be used for disciplinary or criminal processes Armed robbery is an aggravated form of theft that involves the use • Strengthened law enforcement collaboration, including arrests, of lethal weapons to perpetrate violence or the threat of violence case development and investigative support to ensure quality (intimidation) against a victim. A threat to inflict grievous bodily harm dockets that increase the likelihood of successful prosecutions and by the offender or an accomplice on the occasion when the offence convictions is committed, whether before or during or after the commission • Strengthened internal communication through clear, forward- of the offence. The losses incurred in this category were below the looking view of security threats, enabling proactive operational and materiality threshold in FY2025. leadership decision 57 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Deviations, expansions and variations reported to National Treasury To strengthen compliance, transparency and accountability in supply chain ANALYSIS OF TRENDS SOLE SOURCE PROCUREMENT management (SCM), National Treasury issued PFMA SCM Instruction The following divisional reporting trends have been identified when The number of sole source transactions increased from 322 to 414. The Note 3 of 2021/2022, effective from 1 April 2022, which sets out revised compared to FY2025: total value decreased from R42.9 billion to R13.5 billion. The prior year requirements for reporting deviations from normal bidding processes – • The number of deviations decreased by 21%, while the value increased included high-value transactions by Generation for the provision of rail referred to as procurement by other means – as well as expansions and by 207% mainly due to the high-value IPP and coal supply transactions services for coal and other commodities. variations of existing contracts. • The number of urgent transactions decreased by 51%, from 1 173 Generation accounted for the majority of activity and value in FY2026, Procurement by other means includes limited bidding (sole source, single to 572, alongside a 41% reduction in value. The number of urgent contributing 76% of the transaction volume and 73% of the total value, source, multiple source or closed procurement) as well as urgent and transactions in Generation decreased by 64%, from 1 104 to 393 with the remaining value largely driven by ERI and NTCSA, at 15% and emergency procurement. These mechanisms are to be applied strictly as • The number of emergency procurement transactions decreased 9% respectively. exceptions and not as routine procurement practices. by 16%, alongside a 96% reduction in value • The number of sole source procurement transactions increased by Summary of high-value sole source transactions In line with Eskom’s delegation of authority policy, procurement by 29% in volume, while the value decreased by 69% other means is approved internally and then reported to both National Description Value • The number of single source procurement transactions increased Treasury and the Auditor-General of South Africa (AGSA) monthly in by 59%, alongside a 188% increase in value Phase VI NTCSA protection, telecontrol and substation accordance with applicable reporting requirements. In addition, PFMA R1 billion • The number of expansions and variations increased by 24%, automation equipment (five years with option to extend) SCM Instruction Note 11 of 2025/26 has recently introduced continuous, while the value decreased by 14% Medupi Power Station dust handling and conditioning plant transaction-level reporting through National Treasury’s eTender portal. • No IPP-related deviations, expansions and variations were recorded (DHP) maintenance, outages and engineering services as R538.5 million Eskom continues to apply additional controls by reporting threshold- in FY2025, compared to 11 transactions valued at R183.3 billion well as DHP spares supply contract triggering items and deviations concluded through purchase orders while the rollout and enhancement of the eTender portal is underway. in FY2026 Rail transportation of limestone to Highveld rail siding R538 million • Transversal procurement declined by 51% in volume and 46% in value Construction of air heaters (original equipment All procurement activities must adhere to Section 217 of the Constitution • Closed tendering increased by 50% in volume and 6% in value R528 million manufacturer/national contract) of the Republic of South Africa, 1996, which requires that the procurement of goods and services be undertaken in a manner that is fair, EMERGENCY PROCUREMENT Provision of generator services (ERI) R651 million equitable, transparent, competitive and cost effective. The number of emergency transactions decreased from 43 to 36. The total value decreased from R3.5 billion to R131.4 million. The prior year SINGLE SOURCE PROCUREMENT Eskom’s divisions and subsidiaries reported a total of 1 796 deviations, included high-value transactions by NTCSA and Eskom Rotek Industries The number of single source transactions increased from 64 to 102. expansions and variations during the year (2025: 2 152). Of these, SOC Ltd (ERI). The total value increased from R53.5 billion to R154.5 billion. 1 153 were classified as deviations from the normal bidding process (2025: 1 633), while 643 were identified as expansions and variations of NTCSA accounted for the majority of the transaction value, Generation accounted for most of the value, contributing 95% of the contracts (2025: 519). The top contributor is Generation, which accounts contributing 67% of total value while representing only 44% of total transaction value but only 16% of the volume. The remaining volume was for 62% of all transactions, followed by Eskom Rotek Industries SOC Ltd volume. The remaining volume was largely driven by Distribution, largely driven by ERI and NTCSA, at 26% and 21% respectively. (ERI) at 11% and the National Transmission Company South Africa SOC which accounted for 45% of transactions but only 12% of value, while Ltd (NTCSA) at 10%. The total value of all deviations, expansions and Generation contributed 11% of volume and 21% of value. Summary of high-value single source transactions variations amounted to R387.5 billion for the year (2025: R147.2 billion). NTCSA accounted for 49% of the total value, mainly driven by Summary of high-value emergency procurement transactions Description Value independent power producer (IPP) transactions totalling R183.3 billion, Supply and delivery of coal to various power stations R143.3 billion Description Value while Generation accounted for 45% primarily due to a coal supply Alpha Beta 1 765kV Line – Towers T867 and T868 Technical services contract between Distribution and NTCSA R4 billion contract valued at R143.3 billion. R30.8 million emergency recovery Transformer and switchgear maintenance R2 billion Transformer oil spill clean-up at Duvha Power Station R21.8 million (enabling contracts with ERI) Esselen–Pelly 275kV Line – Tower 92 emergency recovery R13.6 million Capability provider for Group Capital Division project R1.37 billion management Benburg–Esselen 275kV Line – Tower 8 collapse emergency R12.4 million Managed maintenance for Distribution fleet vehicles Rehabilitation of sinkholes and stormwater drainage at R862.5 million R9.9 million and equipment Thuso Substation Phase 3 ratification 58 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Deviations, expansions and variations reported to National Treasury continued INDEPENDENT POWER PRODUCERS (IPPs) URGENT PROCUREMENT Contracts were concluded with IPPs, many of which were power The number of urgent procurement transactions decreased from 1 172 purchase agreements under the Renewable Energy IPP Procurement to 572. The total value decreased from R16.6 billion to R9.7 billion. (RE-IPPP) Programme in terms of section 34 of the Electricity Regulation Act, 2006 and approved by the former Department of Mineral Resources Kusile Power Station recorded the highest volume, recording 55 urgent and Energy (now the Department of Electricity and Energy) to the value transactions, followed by Majuba, Matimba and Lethabo power stations, of R183.3 billion. with 42, 38 and 36 urgent transactions respectively. Tutuka Power Station recorded the highest value of urgent procurement at R967 million, NATIONAL TREASURY TRANSVERSAL CONTRACTS followed by Kusile, Matla and Kendal power stations at R912 million, Transversal contracts were utilised for supply and delivery of fleet, plant R802 million and R743 million respectively. vehicles and equipment. The number of transversal contract transactions declined from 29 to nine, while transaction values decreased from Summary of high-value urgent transactions: R271.4 million to R147 million. Description Value EXPANSIONS AND VARIATIONS OF CONTRACTS Prepaid smart meters installation – Central East Cluster R370.1 million The number of expansions and variations increased from 519 to 643. Kriel Power Stations bulk fuel oil supply R255 million The total value decreased from R29.1 billion to R24.9 billion. Coal procurement at Kusile, Camden and Majuba Generation accounted for 44% of the value of expansions and variations R243 million power stations and 58% of the volume, followed by Distribution with 34% of the value Prepaid smart meters installation – GEMMA Cluster R228.5 million and 11% of the volume, and NTCSA with 7% of value and 10% of volume. Kendal Power Station milling plant recovery R224.9 million Significant modifications Description Value Technical services (customer services and R3.6 billion telecommunications) provided by NTCSA Technical support and maintenance of air heaters and R1.2 billion draught plant fans Boiler pressure parts and high-pressure pipework services R2.1 billion (15 coal-fired stations) Department of Water and Sanitation water usage – R1 billion Nottingham, Scheiding and Vanderkloof potable water Transformer and switchgear repair and refurbishment R623 million programme (NTCSA) 59 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Deviations, expansions and variations reported to National Treasury continued DEVIATIONS AND PROCUREMENT BY OTHER MEANS The figure on the right depicts the number of deviations per division for FY2026. The number of contracts and amounts per division for deviations are set out below, broken down by contract currency, with the total Rand amount also being shown. 738 Deviations for the year ended 31 March 2026 Division No Rand amounts USD amounts Euro amounts GBP amounts Generation 738 163 104 345 883.03 8 410 401.76 27 803 072.05 2 352 437.90 NTCSA 117 189 474 614 597.69 Distribution 65 3 873 645 451.37 Group Capital 11 1 894 853 261.81 Corporate: IT 26 687 360 915.41 70 582 075.68 230 233.00 Corporate: tactical 19 64 310 553.23 15 355 975.23 177 ERI 177 3 370 715 882.69 117 65 Total 1 153 R362 469 846 545.23 $94 348 452.67 €28 033 305.05 £2 352 437.90 26 19 11 Average exchange rate 1.00 16.6866 20.0233 24.2059 ion ER I A utio n T al pita l at CS e: I ctic Converted Rand value R362 469 846 545.23 R1 574 354 890.32 R561 319 277.01 R56 942 876.56 ner NT trib rat : ta Ca Ge D i s r p o r a t e o u p Co rpo Gr Total Rand value R364 662 463 589.13 Co Deviations for the year ended 31 March 2025 Division No Rand amounts USD amounts Euro amounts GBP amounts JPY amounts CAD amounts Generation 1 421 109 209 520 703.23 17 041 688.67 17 797 581.64 218 010.00 641 162 800.00 NTCSA 80 3 670 334 341.88 70 000.00 Distribution 47 589 316 640.44 Group Capital 9 794 517 641.42 Corporate: IT 27 1 157 764 304.13 29 241 912.94 Corporate: tactical 15 330 294 728.30 3 813 826.60 ERI 34 2 266 547 822.48 Total 1 633 R118 018 296 181.88 $46 353 601.61 €17 797 581.64 £218 010.00 ¥641 162 800.00 CAD3 813 826.60 Average exchange rate 1.00 17.83 19.29 23.17 0.0824 13.39 Converted Rand value R118 018 296 181.88 R826 484 716.62 R343 315 349.84 R5 051 291.70 R52 831 814.72 R51 067 138.17 Total Rand value R119 297 046 492.93 60 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Deviations, expansions and variations reported to National Treasury continued CONTRACTUAL EXPANSIONS AND VARIATIONS The figure on the right depicts the number of expansions and variations per division for the 2026 financial year. The number of contracts and amounts per division for expansions and variations are set out below, broken down by contract currency, with the total Rand amount also being shown. 376 Expansions and variations for the year ended 31 March 2026 Division No Rand amounts USD amounts Euro amounts JPY amounts Generation 376 10 895 859 620.93 2 044 978.39 50 836 464.27 1 368 470 277.00 NTCSA 63 1 793 990 757.89 Distribution 68 8 476 359 101.48 Group Capital 41 1 109 625 488.08 Corporate: IT 56 1 570 032 146.86 Corporate: Tactical 15 41 036 426.08 68 63 56 ERI 24 1 111 646 534.63 41 24 15 Total 643 24 998 550 075.95 $2 044 978.39 €50 836 464.27 ¥1 368 470 277.00 ion tio n CS A IT tal ER I ica l Average exchange rate rat ibu te: api act 1.00 16.8891 17.9125 0.0741 ne tr NT ra C :t Converted Rand value Ge Dis rpo up r ate R24 998 550 075.95 R34 537 844.53 R910 608 166.24 R101 425 718.37 Co Gr o rpo Total Rand value R26 045 121 805.08 Co Expansions and variations for the year ended 31 March 2025 Division No Rand amounts USD amounts Euro amounts AUD amounts JPY amounts Generation 337 20 087 480 934.85 240 546 210.76 21 611 582.37 123 920 998.00 NTCSA 28 349 848 743.36 Distribution 44 3 275 222 157.07 Group Capital 48 1 490 063 646.91 Corporate IT 42 3 337 382 331.06 3 831 393.96 900 123.57 Corporate Tactical 5 15 995 045.08 ERI 15 622 926 511.95 Total 519 R29 178 919 370.28 $244 377 604.72 €21 611 582.37 AUD900 123.57 ¥123 920 998.00 Average exchange rate 1.00 17.83 18.51 11.10342 0.0824 Converted Rand value R29 178 919 370.28 R4 357 252 692.16 R400 030 389.67 R9 994 450.05 R10 211 090.24 Total Rand value R33 956 407 992.39 61 ESKOM HOLDINGS SOC LTD Governance report 2026 Governance Fostering an Strengthening Driving value creation Reports by the Board Ensuring fair Reinforcing controls Upholding good Supplementary ABC framework ethical culture our leadership through good governance and its committees remuneration and assurance governance information Corporate information ESKOM HOLDINGS SOC LTD Incorporated in the Republic of South Africa Registration number 2002/015527/30 REGISTERED OFFICE Eskom Megawatt Park 2 Maxwell Drive Sunninghill Sandton 2157 PO Box 1091 Johannesburg 2000 Switchboard +27 11 800 8111 Customer call centre 08600 ESKOM or 08600 37566 DEBT SPONSOR Nedbank Corporate and Investment Banking, a division of Nedbank Limited JSE alpha code BIESKM FOR MORE INFORMATION INVESTOR RELATIONS Lerato Mufuma-Mashinini InvestorRelations@eskom.co.za MEDIA ENQUIRIES Daphne Mokwena MediaDesk@eskom.co.za GROUP CHIEF EXECUTIVE Dan Marokane CEcorrespondence@eskom.co.za GROUP CHIEF FINANCIAL OFFICER Calib Cassim OfficeoftheCFO@eskom.co.za QUERIES OR FEEDBACK ON OUR REPORTS IntegratedReporting@eskom.co.za Our suite of reports covering our integrated results for 2026 is available at https://www.eskom.co.za/investors/integrated-results/ FORWARD-LOOKING STATEMENTS Certain statements in this report regarding Eskom’s business operations may constitute forward-looking statements. These include all statements other than statements of historical fact, including those regarding the financial position, business strategy, management plans and objectives for future operations. Forward-looking statements constitute current expectations based on reasonable assumptions, data or methods that may be imprecise and/or incorrect and that may be incapable of being realised. As such, they are not intended to be a guarantee of future results. Actual results could differ materially from those projected in any forward-looking statements due to various events, risks, uncertainties and other factors. Eskom neither intends nor assumes any obligation to update or revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. Future performance plans and/or strategies referred to in this report have not been reviewed or reported on by the group’s independent auditors. 62 ESKOM HOLDINGS SOC LTD Governance report 2026 www.eskom.co.za