DLC Nominations and Directors’ Affairs Committee report (DLC Nominations and Directors Affairs Report)

D LC N O M I N A TI O N S A N D D I R E CTO R S' A F F A I R S CO M M I TTE E R E P O R T

Chair

"We remain dedicated to ensuring a strong, value-adding and effective Board, with a diverse range of skills and perspectives"

The DLC Nominations and Directors' Affairs Committee (Nomdac or the Committee) champions the Group's long-term success through its focus on people and corporate governance matters. This report details the role of the Committee and the important work it has undertaken during the year. The Committee remains vital in ensuring that the Group has a strong, value-adding and effective Board, with a diverse range of skills and perspectives. The Committee's work remains essential to ensuring that the Group maintains a high-performing Board and senior leadership team, with the capabilities required to support strategy, culture, risk management and the delivery of long-term value for stakeholders.

The role of the Committee is to:

• Consider succession plans for the Board, Executive and senior management

• Monitor the talent pipeline for Executive and senior management, and initiatives to develop internal and recruit external capability

• Review the composition, background, knowledge, skills, experience and diversity of the Board

• Monitor compliance against corporate governance guidelines and the Board Diversity and Inclusion Policy

• Review the size, structure and composition of the Board and Board Committees

• Review and consider the suitability of the Board and key function holders

• Oversee the Board performance review.

  The Committee's terms of reference can be found at https://www.investec.com.

  Board and Board Committee changes

  As mentioned in the introduction to the Governance report on pages 140 to 142 of the Investec Group's 2026 integrated and strategic report, there have been a number of changes to the Board and its Committees.

• Brian Stevenson, who reached nine years of service with the Group in August 2025, did not stand for re-election at the 2025 AGMs of the Group, and stepped down from the Board and IBP Board in August 2025

• Philip Hourquebie will reach nine years of service with the Group in August 2026 and accordingly will not stand for re-election at the 2026 AGMs of the Group

• Stephen Koseff has informed the Board that he will not stand for re-election at the 2026 AGMs of the Group

• Henrietta Baldock and Nkululeko Sowazi will succeed Philip Hourquebie as Chair of the Group Board and IBL Board respectively and will be appointed on 6 August 2026

• Vivek Ahuja was appointed as a Non-Executive Director of the Board on 6 May 2025 and will stand for re-election at the 2026 AGMs of the Group. Vivek was also appointed a member of the Group Audit Committees, Group BRCC and DLC Remuneration Committee. On 29 January 2026, Vivek was appointed as a member of the DLC Nominations and Directors' Affairs Committee and stepped down as a member of the Group Audit Committees following his appointment as Chair of Investec Bank plc (IBP)

• Louisa Stephens was appointed as a Non-Executive Director of the Board on 21 August 2025 and will stand for election at the 2026 AGMs of the Group. Louisa was also appointed as a member of the Group Audit Committees and Group BRCC

• Nkululeko Sowazi was appointed as a Non-Executive Director of the Board on 8 June 2026 and will stand for election at the Group's 2026 AGMs of the Group. Nkululeko was also appointed as a member of the Committee and Group BRCC.

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  D LC N O M I N A TI O N S A N D D I R E CTO R S' A F F A I R S CO M M I TTE E R E P O R T CO N TI N U E D

  ‌Succession planning

  Succession planning remained a key focus during the year, particularly the succession of the Group Chair and IBL Chair, alongside medium-to long-term succession planning to support continuity and sustained Board performance. More details are provided below.

  The Committee oversees all changes to the Board and its committees, and our ongoing review of their size, structure and composition helps ensure that the Group maintains the appropriate mix of knowledge, skills, experience, backgrounds and diversity.

  
  
  

  A summary of Board and Committee composition and attendance can be found on pages 156 to 159 of the Investec Group's 2026 integrated and strategic report.

  Non-executive director recruitment

  Non-executive director recruitment was a key area of focus for the Committee. The Committee commenced searches for additional non-executive directors to support upcoming retirements and ensure continued board effectiveness. Two independent search firms, Drayton Glendower in South Africa and Odgers in the UK, were engaged to support the process. Both firms are independent of the Group and do not have any connection with the Directors other than to assist with recruitment.

  Following a rigorous and transparent process, Vivek Ahuja, Louisa Stephens and Nkululeko Sowazi were appointed as non-executive directors to the Group Board.

  Board diversity

  The Committee's focus on inclusion and diversity sets the tone and direction for Investec to be an inclusive employer, with diverse teams delivering for the benefit of all our stakeholders.

  
  
  

  Read more on Board diversity in the DLC Board Diversity and Inclusion Policy and Investec Group's 2026 sustainability report, both available on our website https://www.investec.com

  Diversity is taken into account when considering the succession plans and appointments of Board members, Executives and senior management, as well as more broadly across the Group.

  The Committee maintains a Board Diversity and Inclusion Policy which sets out the approach to diversity of the Board and its Committees and provides a high-level indication of the Board's approach. The policy outlines the Group's commitment to meeting the targets set out in the UK Listing Rules, the recommendations of the FTSE Women Leaders Review and the Parker Review. In addition to this, voluntary targets had been established as required by the JSE Listings Requirements and the principles of King IV TM.

  During the year, the Board was not fully compliant with the Board Diversity and Inclusion Policy.

• The minimum requirement for 50% Black members ordinarily resident in South Africa was achieved (58%)

• The target of 40% female representation was achieved (50%)

• Representation of Black women ordinarily resident in South Africa was below the requirement (14% against 25%).

We recognise that there is more work to do to meet the diversity requirements mentioned above and achieve the level of diversity we aspire to. We continue to take proactive steps to address these gaps.

Gender balance in Executive and senior management roles and their direct reports, and further information on the Group's broader approach to inclusion and diversity, can be found in the Investec Group's 2026 sustainability report.

Last year, the Board performance review was conducted by an independent external facilitator, in line with the UK Corporate Governance Code requirement that FTSE-listed companies undertake an externally facilitated evaluation at least every three years. The externally led review concluded that the Board and its Committees were operating effectively, with constructive challenge, appropriate oversight of strategy and risk, and strong engagement across the governance framework.

Building on that externally facilitated assessment, this year's review was conducted internally. The internal evaluation revisited themes identified in the prior year, assessed progress against agreed actions and considered the continued effectiveness of the Board, its Committees and individual Directors. The outcomes were discussed in detail by the Board, and a refreshed action plan was agreed to further enhance performance. Progress against this plan will be monitored throughout the year.

Regular performance reviews are a key component of sound governance. They provide a structured opportunity for reflection, continuous improvement and calibration of Board composition, information flows and decision-making processes against the Bank's evolving strategy and risk profile. By undertaking both independent and internal evaluations on a cyclical basis, the Board strengthens accountability, reinforces high standards of governance and supports better decision-making in the interests of shareholders and wider stakeholders.

Full details are provided on pages 165 and 166 of the Investec Group's 2026 integrated and strategic annual report.

The Group applied the 2024 UK Code and the South African King IV TM for the financial year ending 31 March 2026.

The statements of compliance may be found on pages 147 to 150 of the Investec Group's 2026 integrated and strategic annual report.

D LC N O M I N A TI O N S A N D D I R E CTO R S' A F F A I R S CO M M I TTE E R E P O R T CO N TI N U E D

Brian Stevenson stepped down as a member of the Committee on retiring from the Board in August 2025. Vivek Ahuja joined the Committee on 29 January 2026. Their appointments reflect the Group's approach to strengthening connectivity between the DLC and its principal subsidiaries, as the Chairs of the IBP and IBL Boards serve on the Committee to support alignment on governance, succession planning and broader oversight across the Group.

To ensure a broad representation of experienced and independent directors, membership of the Committee currently comprises the Board Chair, the Senior Independent Director (who is also the Chair of the DLC Remuneration Committee) and the Chairs of each of the DLC BRCC, DLC SEC and DLC Audit Committee.

The Group Chief Executive also attends meetings as appropriate.

The Committee is mandated by the IBL Board to be the Nominations and Directors' Affairs Committee for IBL.

Morris Mthombeni, an independent non-executive director of IBL, attends the Committee when IBL-specific matters are discussed. While he is not a member of the Committee, his attendance ensures appropriate representation of IBL during those discussions.

Details of individual attendance at the meetings held during the year are set out below.

Meetings attended /

More information on the diversity, skills, knowledge and experience of the Committee members can be found on pages 156 to 159 of the Investec Group's 2026 integrated and strategic annual report.

As part of the annual review process, a suitability assessment of the Board was undertaken in July 2025 to provide assurance that its composition remained appropriate and aligned with internal procedures and regulatory guidance. The Committee

Vivek Ahuja1

1/1

Nicky Newton-King

5/5

Diane Radley

5/5

Nkululeko Sowazi3 0/0

Vanessa Olver 5/5

Henrietta Baldock 5/5

Philip Hourquebie (Chair) 5/5

Members

Eligible to attend

reviewed the outcomes of this assessment during the financial year. A skills matrix has been developed for the annual assessment of the individual suitability of each Director and the collective suitability of the Boards. Following the suitability review, the Committee concluded that the Boards were both suitably skilled.

During the year, we focused on succession planning for the

Brian Stevenson2 1/1

1. Vivek Ahuja was eligible to attend one meeting given that he was appointed as a member of the Committee on 29 January 2026.

2. Brian Stevenson was eligible to attend one meeting given that he stepped down as a member of the Committee on 7 August 2025.

3. Nkululeko Sowazi was not eligible to attend any meetings given that he was a appointed a member of the Committee on 8 June 2026.

   Group Chair and IBL Chair, both currently held by Philip Hourquebie as well as medium (orderly refreshing of the Board and its Committees) and long-term planning for Board refreshment (looking ahead to the skills that may be required on the Board and its Committees in the future). Candidate specifications were agreed and finalised. These reflect the skills, experience and personal qualities required for the Board going forward, and take into account the needs of the Board, its committees and the business, as well as planned Board retirements. Recruitment commenced with the assistance of the independent executive search firms, Drayton Glendower and Odgers. Drayton Glendower and Odgers do not have any connection to the Group or any of the Directors other than to assist with the searches for Executive and non-executive talent.

   D LC N O M I N A TI O N S A N D D I R E CTO R S' A F F A I R S CO M M I TTE E R E P O R T CO N TI N U E D

   The Committee held several discussions on potential candidates, assessing the credentials and suitability of each individual against the qualities and capabilities set out in the candidate specifications. As noted above, following a formal and rigorous process, the following were appointed as independent non-executive directors to the DLC Board:

   • Vivek Ahuja on 6 May 2025

   • Louisa Stephens on 21 August 2025

   • Nkululeko Sowazi on 8 June 2026.

Nkululeko Sowazi and Henrietta Baldock will succeed Philip Hourquebie as Chair of the IBL Board and the Group Board respectively on 6 August 2026.

To ensure due consideration is given to suitable potential candidates who would enhance the effectiveness of the Board, the Committee continues to review the recruitment priorities and to give further consideration to the desired skills and experience of potential candidates.

The Committee also continues to consider the overall health of the executive talent pipeline, together with detailed succession planning for Executive and senior management roles including the key subsidiary executive committees.

The Committee reviews the existing internal pipeline of candidates for immediate and medium- to longer-term movement into key leadership and functional roles. This process is subject to routine challenge to ensure that we understand the breadth of internal potential as well as the experience and expertise offered by external talent pools.

In addition, the Committee has increasingly concentrated on the model which was being established to cover the development needs of potential successors over two to three years, including training, mentoring and coaching and understanding both the UK and South African businesses.

Additional engagement with future leaders is facilitated through presentations at Board meetings, business-led sessions and conferences.

The Chair, supported by Company Secretary and the Committee, leads the training and development of directors. On appointment, each Director receives a formal and tailored induction, which is supported by an ongoing development programme.

New non-executive directors receive a tailored induction programme that focuses on the Group's purpose, values and culture, strategy, structure, operations and governance, risk and compliance. This programme also takes account of the specific role that the director has been appointed to fulfil and their skills and experience to date. An induction pack is provided, and meetings scheduled with the Board and appropriate management.

Directors who take on new roles or change roles during the year attend induction meetings in respect of those new roles.

A comprehensive development programme operates throughout the year, with both compulsory computer-based training and in-person training sessions offered across a range of topics, including technology/digital, regulatory updates including corporate governance reform and IRB.

The expected time commitment of the Chair and non-executive directors is agreed on appointment. Consideration is given to an individual's capacity to take on the role, based on an assessment of existing external commitments and demands on time. Any changes, such as additional external appointments which could impair the ability to meet the above, can only be accepted following approval by the Chair and Group Chief Executive.

Each Director has a duty to disclose any actual or potential conflict of interest, as defined by law, for consideration and approval if appropriate by the Board. This requirement is supported by the Committee's annual review of the register of Directors' interests. Additionally, the Board and its Committees consider conflicts of interest at the beginning of every meeting.

Further details of our Conflicts of Interest Policy can be found on page 168 of the Investec Group's 2026 integrated and strategic annual report.

The annual review of the register of Directors' interests informs the assessment of Director independence.

Based on its assessment for the year, the Committee is satisfied that, with the exception of Stephen Koseff, who was appointed as a non-Independent Non-Executive Director, all the Non-Executive Directors remained independent in character and judgement.

Read more in the Board report on pages 156 to 159 of the Investec Group's 2026 integrated and strategic annual report.

All non-executive directors undertake an initial term of three years subject to annual re-election by shareholders. This term can be extended but, consistent with best practice, does not exceed nine years unless defined circumstances are deemed to exist, and subject to approval from the South African Prudential Authority, in accordance with directive 1/2026 (matters relating to Sound Corporate Governance).

In recommending Directors for election and re-election at the AGM, the Committee considered the performance of each of the Directors and their ability to continue meeting the time commitments required. We have taken into consideration individual capabilities, skills and experience, independence and any potential conflicts of interest that have been disclosed. The external roles held by all Directors were considered to be appropriate.

D LC N O M I N A TI O N S A N D D I R E CTO R S' A F F A I R S CO M M I TTE E R E P O R T CO N TI N U E D

During the year, the Committee reviewed the Group's corporate governance framework and associated processes. This included a comprehensive review of the Investec Reserved Matters for the Board, IBL Board, IBP Board and IW&I International Board. The Committee continued to review and refine the document during its ongoing implementation and to codify the Committee and Group's mandate, which included establishing and agreeing the governance pathway in terms of the appointment process for subsidiary directors and key appointments. The Committee continued to develop the supporting principles to further complement the Reserved Matters and assist in the application of the matters.

The Committee continues to ensure connectivity between the Board and the Boards of the Group's principal subsidiaries and implement enhancements where required. The Directors' Conference plays an important role in underpinning Group connectivity. Held annually and designed to foster social cohesion and strategic alignment across the Boards, the Conference sees invitations extended to the Directors, Executive leadership and senior management of the Group and its principal subsidiaries. The Committee is responsible for overseeing the conference and setting the overall agenda.

The Committee is also responsible for overseeing the Group's Director and Officers (D&O) liability insurance, and undertakes an annual review of the coverage, extensions to the policy and any policy exclusions ensuring that it remains appropriate for the Group.

As part of our broader governance responsibilities, the Committee also considered regular updates on developments in corporate governance, in particular the revisions to the 2024 UK Code and the King V Governance Code. The Committee continues to monitor potential future developments in the UK and South Africa and elsewhere to ensure that the impact of any proposed governance and regulatory changes on the Group and its operations is considered.