Letter to stakeholders and Q&A with CEO

Every trail we follow is shaped by people – the communities we serve, the teams we empower, and the values we uphold. At Sappi, we believe that sustainable progress begins with understanding local needs and investing in shared value.

Like the fox navigating snow-covered terrain, we move with agility and intent – alert to change, guided by experience, and grounded in ethical purpose. This instinctive adaptability mirrors our approach: making smart decisions swiftly, with courage and integrity, and always with safety foremost in mind.

The communities beyond our fence lines are places we are also proud to call home. Their prosperity is not only linked to our own – it is deeply valued and actively nurtured. Our social impact approach is collaborative. We partner with communities to jointly identify and leverage opportunities that support local needs while aligning with Sappi’s purpose. While each region has its own programmes, they share common themes – forestry-related activities, environmental protection and conservation, education, and community welfare.

Through targeted enterprise and supplier development (ESD) programmes, we support local businesses and foster inclusive economic growth. We maintain open, proactive dialogue with stakeholders to build trust and mutual understanding.

Internally, we invest in training, succession planning, and skills development to prepare our workforce for future demands. We manage reputation with care and uphold ethical standards in every decision – ensuring that our path is shaped by smart choices and ethical resolve, moving swiftly but never at the expense of safety or integrity.

Our people-centred approach strengthens our social licence to operate and reinforces our commitment to shared progress – with every step, we remain alert, responsive, and purposeful.

A channel is more than a passage – it is a chosen course, shaped by intention and skill. As we begin the next phase of our Thrive strategy, we reflect on a journey steered with stamina, precision, and responsiveness. Like a gondolier navigating shifting waters, we have moved through capacity expansion, product realignment, and strategic repositioning – attuned to our environment and guided by purpose.

At Sappi, prosperity is not defined by profit alone. It is the ability to create enduring value – financial, social, and environmental. For shareholders, it means disciplined stewardship and operational excellence. For communities, it means investing in renewable resources and partnering for shared progress. For the planet, it means embracing sustainable solutions with eco-effective ingenuity.

Looking ahead, for the immediate future we return to our basics: sustaining financial health, optimising asset utilisation, cash generation and managing costs. While demand for graphic papers continues its structural decline, our focus on market-share growth is delivering results and reinforcing our competitive position. In the dissolving wood pulp (DWP) segment, we remain cautiously optimistic. Despite global headwinds, the long-term outlook is positive, and we are well-positioned to respond with agility and clarity.

In a resource-constrained world, prosperity flows through the channels we choose – those defined by resilience, ethical resolve, and collective strength. As we navigate toward our next horizon, we do so with quiet confidence and a steady hand, steering toward value that endures.

Every course we chart is shaped by our relationship with the natural world. At Sappi, we are custodians of land and forests, committed to using woodfibre responsibly – not only to drive business success, but to contribute to long-term environmental and social value across generations.

Our environmental strategy is rooted in certification, traceability, and continuous improvement in sourcing and land management. Through precision forestry practices, we optimise plantation health and productivity while advancing biodiversity protection. These efforts ensure that our raw materials are sourced from responsibly managed plantations that meet rigorous sustainability standards.

We take proactive steps to reduce our environmental footprint. Our operations are guided by robust environmental management systems that help us lower emissions, conserve water, and improve energy efficiency – often with internally generated bioenergy. As part of our climate action strategy, we are accelerating decarbonisation across our value chain, aligning with science-based targets and global climate frameworks.

Stewardship at Sappi means moving beyond compliance. We integrate circular design principles, regenerative land-use practices, and climate resilience into our operations, balancing business needs with ecological integrity. Our approach is intentional, adaptive, and informed by the evolving expectations of our stakeholders and the realities of a changing climate.

As we adjust our sails to meet the shifting tides of climate change and global expectations, our direction remains clear: to protect, restore, and regenerate the natural systems that sustain us, through measurable action, transparent reporting, and continuous innovation.

Our voyage is powered by innovation – guided by purpose, leadership, and a steadfast commitment to sustainability. Sappi uses renewable resources to make woodfibre-based products, and we are a diversified, innovative, and trusted leader focused on sustainable processes and solutions. From dissolving wood pulp to packaging and speciality papers, we continue to expand our portfolio with offerings that meet evolving customer needs and rising environmental standards.

We invest in meaningful engagement across the value chain – collaborating with customers as well as brand owners, converters, and suppliers to unlock shared value. By listening closely and partnering widely, we identify opportunities to enhance product performance, all the while looking to reduce environmental impact, and supporting long-term returns.

Our product strategy is dynamic and forward-looking, anchored in circularity, and market relevance. Through fact-based support and technical expertise, we help customers navigate their own ESG challenges with confidence and clarity.

In a world transitioning from a fossil-based economy to a circular bioeconomy, Sappi offers a compelling vision: a sustainable business with an exciting future in woodfibre – delivering relevant solutions, enhanced value, and trusted partnerships. Beyond our product portfolio, we offer a suite of technical and development services supported by highly qualified teams of technicians to improve customer efficiencies and scientists who continuously explore new applications for woodfibre and collaborate with customers through targeted R&D initiatives.

On this voyage of delivering traceable, responsibly sourced products, we deploy state-of-the-art technology to ensure precision, reliability, and transparency. Every offering is a step forward – advancing purpose-led growth, regenerative design, and global impact. We are actively building a circular economy that benefits both business and the world.

Just as rivers carve their course over centuries – shaping landscapes through persistence and adaptability – our journey begins with a path defined by nearly 90 years of resilience, reinvention, and purpose. Sappi’s Thrive business strategy is more than a roadmap; it is a long-term commitment to sustainable growth, operational excellence, and enduring trust, all while creating meaningful value for our stakeholders.

As Thrive evolves, we stand at an inflection point. The environment around us is shifting – reshaped by global forces that continue to redefine business: climate change, resource scarcity, consumer and employee expectations, and the rapid pace of technological innovation. Our strategy evolves in response, slightly adjusted to remain fit for purpose, reaffirming our commitment to building a thriving world through renewable innovation and shared prosperity.

Our path is not static – it adapts with intention. Whether responding to market pressures or environmental imperatives, we remain focused on long-term value creation. Strategic clarity, technological innovation, and disciplined execution keep us on course – propelling us forward with purpose.

As we look ahead, our focus sharpens: sustaining financial health, deepening stakeholder value, and unlocking opportunity through collaboration and eco-effective ingenuity. The river may change course, but its direction remains true.

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Corporate governance

Sappi is committed to the highest standards of corporate governance, which form the foundation for the long-term sustainability of our company and creation of value for our stakeholders.

All directors attended

100%

of the meetings of the board in FY2025.

Good governance at Sappi contributes to living our values through enhanced accountability, a transparent and ethical culture, strong risk management, a focus on effective control of the business, legitimacy, and good performance. Governance is one of our key enablers to unlocking and protecting value, as we optimise the use of our capitals, address our key risks while taking advantage of exciting opportunities (refer to Risk management), while minimising the negative impacts of trade-offs that have to be made, as set out in the presentation of Our key material issues.

Sappi's approach to governance is rooted in purpose-driven leadership from both the board and executive management, supported by a strong culture of values and expected behaviours that apply to all employees across the group. Integrity and doing the right thing are core to Sappi's values and are actively embedded throughout the organisation through the adoption of OneSappi. The board and executive management are focused on creating long-term, sustainable value by delivering on the group's purpose of ensuring that our products and people make a difference in the everyday lives of our consumers. This is achieved through the effective implementation of our Thrive strategy. To maintain the relevance and sustainability of our business model, we continuously monitor external dynamics, including macroeconomic trends, industry risks, capital availability and stakeholder expectations. These insights shape and inform the group's strategic direction. The board's governance structures and processes are designed to support the effective delivery of this strategy, while ensuring sound management and robust control over the business. The principles of King IV are firmly embedded in the group's internal controls, policies, board charters and governance practices. Sappi is proceeding with a gap analysis between King IV and King V to facilitate early adoption. The board's oversight responsibilities are aligned with its commitment to achieving the four governance outcomes advocated by King IV: ethical culture, effective control, good performance and legitimacy. For further details on how Sappi applies the King IV principles, please refer to the King IV Register available on our website at www.sappi.com/investors/corporate-governance-and-risk.

Sappi is listed on the JSE Limited and complies in all material respects with the JSE Listings Requirements, regulations and codes. Sappi subscribes to full compliance with the Companies Act, and the relevant laws governing its establishment, specifically related to its incorporation.

In compliance with paragraph 7.F.6 of the JSE Listings Requirements, the board confirms that the company continues to comply with the provisions of the Companies Act and operates in conformity with its memorandum of incorporation (MOI) and/or relevant constitutional documents.

The board is constituted in accordance with the company's MOI and the principles of King IV. The majority of board members are Non-executive Directors who bring diverse perspectives to board deliberations and add value by constructively challenging management. We believe that the current composition provides the appropriate leadership to guide the business into the future. However, where necessary, we will appoint new directors whose experience supports the company's strategic direction and industry focus, and who contribute to maintaining the desired diversity on the board.

The board of directors

The basis for good governance at Sappi is laid out in the board charter, which sets out the division of responsibilities between the board and executive management. The board creates and preserves sustainable value by collectively determining strategies, approving major policies and plans, taking responsibility for risk management, and providing oversight as well as monitoring to help ensure accountability. The board is comfortable that the board charter ensures a clear division of responsibilities between management and the board and that no director has unfettered authority. The board is satisfied that it has fulfilled its responsibilities in accordance with its charter for the reporting period.

Mr Nkululeko Sowazi, our Non-executive Chairman, leads the board in the objective and effective execution of its governance roles and responsibilities. Mr Mike Fallon strengthens the board's independence in his capacity as the Lead Independent Director. The roles of the Chairman and the CEO are distinct and separate, with this division of responsibilities designed to ensure that no individual holds unfettered decision-making power and that an appropriate balance of authority exists on the board. Two members of executive management – the CEO and the CFO – serve on the board, providing our Non-executive Directors with multiple points of direct engagement with management.

Succession plans

In the last two years, Sappi board has seen a number of important changes, namely the retirement of the Chairman of the board, Sir Nigel Rudd, and appointment of Mr Nkululeko Sowazi, the retirement of the Chairperson of the Audit and Risk Committee, Mr Peter Mageza, and appointment of Ms Zola Malinga, the retirement of Lead Independent Director Mr Valli Moosa and appointment of Mr Mike Fallon who will retire at the AGM in February 2027. In addition, all four sub-committees have new Chairpersons:

Linking with the strategic direction and ensuring that Sappi has board members with the appropriate skill sets, experience and corporate knowledge to maintain continuity, we have further developed our succession plans for all key roles, including the Chairpersons of the governing body and committees and the Lead Independent Director. The first of these will be the Lead Independent Director successor to be announced in November 2026. Working with outside agencies to define the skill sets, experience and knowledge that are needed for our future Non-executive Directors, a recruitment programme is in place with the aim to fill future vacancies prior to retirements, ensuring strong transfer of corporate knowledge. Ongoing, we expect to recruit one new Non-executive Director on average per year. Detailed induction plans are developed for each new Non-executive Director tailored for their skill sets and Sappi's corporate needs.

Additional changes to the composition of the board and committee were made on 01 September 2025. Dr Boni Mehlomakulu serves part of her remaining tenure as a member of the HR and Compensation Committee, and after nine months of handover to Mr Louis von Zeuner, Mr Mike Fallon joins the SETS Committee until his retirement in February 2027. We aim to continue to provide crosscommittee exposure for non-executive members and enhance overall board effectiveness.

For further information about the board and the board charter, please refer to www.sappi.com/investors/corporate-governance-and-risk.

Non-executive Director retirement

In accordance with the company's MOI, and to ensure accountability while maintaining continuity on the board, one-third of Non-executive Directors are required to retire by rotation and stand for re-election by shareholders at each AGM. Prior to being recommended for re-election, such directors undergo assessment by the board, which considers their interests, independence and continued contribution. Non-executive Directors are not appointed for fixed terms. The Independent Non-executive Directors who have served on the board for nine consecutive years are required to undergo a rigorous independence assessment each year.

Board evaluation

In line with the principles of King IV, the board undertakes an externally facilitated evaluation every two years. During FY2025, an external evaluation was conducted under the guidance of the Nomination and Governance Committee. The purpose of the evaluation was to assess the board's overall performance and effectiveness, recognise strengths, identify areas for development, and encourage constructive board engagement. We believe these robust plans and actions will ensure that the Sappi board has the appropriate governance, skills and experience to drive the company forward. The outcome confirmed that the board continues to operate effectively, while also highlighting areas where further enhancements could be made. Appropriate actions have been initiated to address these findings and support continuous improvement. In addition, there is a rigorous external independence assessment of those directors who have served for more than nine years on the board.

The Sappi board and diversity

Sappi operates globally and across a variety of markets, jurisdictions and cultures, requiring a diverse mix of experience, skills, gender, age and backgrounds. It is important that our board composition reflects this diversity, both in a South African context as well as globally. The board comprises an appropriate balance of knowledge, skills, experience, diversity and independence to objectively and effectively discharge its governance role and responsibilities. It has adopted a broad diversity policy, focusing specifically on the diversity attributes of gender, race, culture, age, field of knowledge, skills and experience at board level.

The company remains firmly committed to promoting diversity, equity and inclusion, and has adopted a policy aimed at advancing broader diversity at board level. This policy specifically focuses on attributes such as gender and race and is duly considered and applied when making appointments to the board.

Targets have been set for 2028

* Geographical region (geographic diversity refers to having a mix of individuals from various geographic locations on the board). For Sappi to leverage the benefits of a globally diverse board that is aligned with its geographic footprint, race was limited to previously disadvantaged South Africans in its South African region only.

Internal 2028 geographic target for Sappi regions

Diversity

Gender (%)

Race: Board (%)

Race: SA context (Transformation) (%)

Board experience (%)

Sappi's board members have experience across multiple industries and leadership roles.

The composition of the board and attendance at board meetings and board committee meetings are set out in the table below for the year ended September 2025:

 

Directors' independence (%)

Directors' ages (%)

Directors' tenure (as at year-end) (%)

The board uses its quarterly meetings as a key platform to discharge its duties under the Companies Act, JSE Listings Requirements and King IV principles. These meetings also provide a forum for setting strategic direction and overseeing risk management. Agendas are thoughtfully prepared in collaboration between the Chairman, CEO and the Company Secretary. In FY2025, the board focused on enhancing and protecting long-term value, while proactively addressing risks that could lead to value erosion.

Strategic and other focus areas

The board focused on the following items in 2025:

All the top risks, as well as emerging risks, have been focused on by the board during 2025.

The following areas will receive specific focus by the board in 2026:

Throughout the year, the board regularly considered capital allocation and soft commodity/exchange rate price volatility. Meetings also included updates from committee chairs on key issues and decisions arising from committee deliberations, as well as comprehensive regional reports covering operational and financial performance and projections, macroeconomic and sociopolitical developments, competitive dynamics, and the broader operating environment. These sessions also addressed progress on strategic implementation, value-creation efforts, key risks and reputational issues, human capital matters and updates on significant projects in progress.

Induction and training of directors

Following appointment to the board, directors receive induction and all directors receive training tailored to their individual needs. When required, RMB (sponsor) provided training for the board on governance topics, such as directors' liability, price sensitivity and dealing in securities. This includes the implementation of online training for officers, executives and Non-executive Directors on various governance, regulatory and risk topics.

Stakeholder communication

The board is responsible for presenting a balanced and understandable assessment of the group's position in reporting to stakeholders. The group's reporting addresses material matters of significant interest and is based on principles of openness and substance over form. The reporting includes information on key trade-offs that have to be made. Various policies have been developed to guide engagement with Sappi's stakeholders such as the Group Stakeholder Engagement Policy and Group Corporate Citizenship Policy. The company website and social media channels (LinkedIn, Facebook, YouTube) underpin the stakeholder communication programme. Sappi has a policy addressing alternate dispute resolution (ADR) and relevant ADR clauses are generally included in contracts with customers and suppliers. There have been no requests for information for the period under review in terms of the Promotion of Access to Information Act (South African legislation).

Refer to Our key relationships for more information.

Board and management committees have been established and are discussed in the Board committees below.

The board of directors plays a central role in providing strategic direction and oversight, ensuring that long-term value is created for stakeholders through robust governance and sound control systems. It retains ultimate accountability for the performance and affairs of the group and ensures adherence to high standards of ethical conduct. The board is supported by well-constituted committees, each with clearly defined mandates and formal terms of reference that are approved by the board and reviewed annually. These committees enhance independent judgement, enable the sustainable execution of strategy, and allow the board to leverage the specialised expertise of its members in areas such as audit, risk, sustainability and executive remuneration. While committee members are appointed by the board, the Audit and Risk and Social, Ethics, Transformation and Sustainability Committees require shareholder election following board nomination. Following each meeting, committee chairpersons report back to the board, promoting transparent communication and ensuring that all aspects of the board's mandate are addressed. The minutes of board committee meetings are also made available to all board members. The board remains satisfied that the committees have the competence and capacity to effectively manage the group's current and emerging risks and opportunities.

Delegation of authority

The board's strategic oversight is supported by a formal Limits of Authority Framework, which defines how decision-making powers and responsibilities are allocated throughout the group. Subsidiary boards operate within this framework and are accountable to the board of Sappi Limited.

Board committees

The board has established committees to assist it to discharge its duties. The committees operate within written terms of reference set by the board.

Zola Malinga, (Chairperson)

Membership details at September 2025
  • ZN Malinga
  • RJAM Renders
  • B Mehlomakulu
  • LL von Zeuner
  • E Istavridis

100%

overall committee attendance rate

Stakeholders

The ARC has helped to create and protect value for the following stakeholders: employees, customers, shareholders and regulators.

Refer to Our key relationships for further details.

Risks

The ARC has focused on all of the top 10 risks:

  • 1 Safety
  • 2 Cyclical macroeconomic factors
  • 3 Cyber security
  • 4 Sustainability expectations
  • 5 Evolving technologies and consumer preferences
  • 6 Climate change
  • 7 Liquidity
  • 8Uncertain and evolving regulatory and public landscape
  • 9Supply chain disruption
  • 10Employee and community relations

For further details, refer to Risk management.

Key roles and responsibilities

The Audit and Risk Committee (ARC) consists of five Independent Non-executive Directors. The committee assists the board in discharging its duties with oversight of:

  • The risk management function
  • Sustainability and climate change risks, including the quality and transparency of sustainability information presented in the Annual Integrated Report and the external ESG assurance provided by KPMG
  • IT risks, related controls and governance. The committee continued its special focus on the increasing threats of cyber attacks and security in the operational technology area and third-party risk
  • Non-financial risks and controls
  • The safeguarding and efficient use of assets
  • Operation of adequate systems and control processes
  • The integrity of financial information and the preparing of accurate financial reports in compliance with applicable regulations and accounting standards
  • Combined assurance
  • Compliance with the group's Code of Ethics and external regulatory requirements
  • The external auditors' qualifications, experience, independence and performance, including a review of IRBA reporting
  • The review and approval of non-audit services, undertaken by external audit
  • The performance of the internal audit function; this included review of the results of the annual Internal Quality Assurance review and the External Quality Assurance Review
  • The performance of the finance function
  • Group treasury policies, developments, refinancing arrangements and liquidity assessment
  • Captive insurance matters
  • Risks and governance relating to joint ventures
  • Retirement fund risks, developments and independent assurance
  • Review of credit exposures
  • Pending litigation and legal compliance programme feedback
  • Land claims review, initiatives and outlook
  • Taxation policies, congruent with responsible corporate citizenship, including risk management, strategy and transfer pricing
  • Asset impairments and treatment of assets held for sale
  • An external review of the committee's operating effectiveness and performance every two years by way of an assessment, with feedback being provided to the board
  • Review and approval of the Annual Integrated Report in a joint sitting of the ARC and the Disclosure Committee
  • The impact of the announced US trade tariffs.

Strategic and other focus areas

The ARC helped to create and preserve value by providing oversight and guidance for a wide range of topics, including the following areas related to Sappi's strategy:

  • Governance and risk aspects of projects to accelerate the group's ability to take advantage of opportunities in higher-margin growth segments
  • Oversight of restructuring activities, risks and controls relating to the SEU region
  • Impact of mill maintenance shutdowns on earnings and cash flows
  • Cyber security incidents and disaster recovery plans
  • Business and IT continuity arrangements
  • The internal quality assurance review and external validation
  • Sappi's forensic activities relating to cases reported and whistle-blower arrangements
  • Governance and risks relating to joint venture arrangements
  • Consider the JSE Proactive Monitoring Report
  • Internal Audit GIAS Essential Conditions and how Sappi complies
  • Refinancing of the 2026 bond and securitisation programme
  • Sappi Southern Africa Limited dividend.

Areas of oversight for the committee in 2026 will include:

  • Additional focus on IT cyber security threats and digital developments, with a key focus on third-party risks and controls
  • Sustainability risks and revised reporting for ESG matters and procedures for financial reporting attestations
  • The roll-out of the various Global Business Systems projects and related risks and control activities
  • Capital, IT and business projects governance
  • Oversight of funding plans, including liquidity headroom, covenant levels and increased long-term and short-term debt risk
  • Capital projects execution risks
  • Challenging European environment and impact thereof
  • Impairments CGU level, particularly in Europe
  • Monitor progress of open issues in Sappi's Internal Control System
  • Monitor impact of trade tariffs.

For more information, refer to the Audit and Risk Committee Report in our Annual Financial Statements.

The ARC confirms that it has received and considered sufficient and relevant information to fulfil its duties as set out in the Audit and Risk Committee Report.

The external and internal auditors attended ARC meetings and had unrestricted access to the committee and Chairman. The external and internal auditors met privately with the ARC during 2025.

The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.

Nkululeko Leonard Sowazi, (Chairman)

Membership details at September 2025
  • NL Sowazi
  • ZN Malinga
  • MA Fallon

92%

overall committee attendance rate

Stakeholders

The Nomination and Governance Committee has helped to protect value primarily for the following stakeholders: shareholders and regulators.

Refer to Our key relationships for further details.

Risks

The Nomination and Governance Committee focused on governance, independence and composition of the board, board committees and executive management positions to effectively address all material risks facing the company, including all of the top 10 risks.

  • 1 Safety
  • 2 Cyclical macroeconomic factors
  • 3 Cyber security
  • 4 Sustainability expectations
  • 5 Evolving technologies and consumer preferences
  • 6 Climate change
  • 7 Liquidity
  • 8 Uncertain and evolving regulatory and public landscape
  • 9 Supply chain disruption
  • 10 Employee and community relations

For further details, refer to Risk management.

Key roles and responsibilities

The Nomination and Governance Committee consists of three Independent Non-executive Directors. The committee's terms of reference outline that all members should possess sufficient qualifications, knowledge, skills and experience to fulfil their duties effectively.

The Nomination and Governance Committee is accountable to the board and shareholders and assists the board with oversight of nomination and governance matters. Key responsibilities include reviewing and recommending the leadership and governance requirements of the company, including board composition and succession planning for the board, identifying and nominating suitable candidates for appointment to the board (and possibly committees), in line with the company's policy on gender and race diversity at board level, and considering the independence of candidates/directors. The committee makes recommendations on corporate governance practices and disclosures, reviewing compliance with applicable governance requirements. The committee oversees the appraisal of the performance of the board and its committees, ensuring the results of evaluations and any recommended improvements are communicated to the relevant Chairman and the board.

Other activities: reviewing shareholdings and dealings of directors; considering rotation and replacement of directors and committee chairmanships, and overseeing internal training of directors.

The committee has oversight of the actions to implement the policy on broader diversity at board level.

Full details of the targets and progress against targets are set out above in the Corporate governance section.

Strategic and other focus areas

Strategic focus and recent highlights

The committee has emphasised governance, board composition, independence, diversity (gender and race) and succession planning for both the board and senior executives.

The functioning and performance of Sappi's board and board committees were assessed externally in 2025 and established that the board and board committees functioned well.

For 2025, some specific focus areas included:

  • The handover process from outgoing committee chairpersons to the new chairpersons (HR and Compensation and SETS)
  • Validation of gender and race targets for Non-executive Directors, especially in the Southern African region
  • Board succession planning, performance evaluation, and optimising board composition in light of a changing business environment (ESG, AI, geopolitics)
  • Succession plans for senior executives and the board with a focus on board composition, chairmanships, rotation and replacement of directors, as well as the appointment of replacements for direct reports of the CEO
  • Rigorous external independence assessment of those directors who have served for more than nine years on the board
  • Review of Sappi Limited's directors' shareholdings and dealings in securities.

Focus areas for 2026 will be:

  • Optimise board composition for an increasingly complex and changing business environment
  • Consider how best to oversee new and changing risks and opportunities (ESG, AI, geopolitical, etc) relevant to the business and sector
  • Board succession planning, performance evaluation and gender and race targets in light of the recent retirements and appointments
  • Monitor the progress and outcomes of the board external evaluation.

Significance and value-add

By overseeing nominations, governance practices, board composition and performance evaluation, the committee plays a key role in ensuring that Sappi's leadership and governance structures are well-suited to navigate business, regulatory, sustainability (ESG) and strategic risks.

Its scrutiny of diversity (gender and race) and board succession ensures the company remains aligned with stakeholder expectations and regulatory good practice.

Its role in evaluating governance, training of directors and oversight of board and committee performance helps to maintain high standards of oversight and accountability.

Through regular reviews of governance structures and practices against King IV principles, the committee ensures that Sappi's governance framework remains robust, current and aligned with international best practice.

The board charter confirms that the Nomination and Governance Committee is one of the core board committees. The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.

Louis Leon von Zeuner, (Chairman)

Membership details at September 2025
  • LL von Zeuner
  • RJAM Renders
  • BR Beamish
  • JM Lopez
  • B Mehlomakulu

100%

overall committee attendance rate

Stakeholders

The Human Resources and Compensation Committee has helped to protect value primarily for the following stakeholders: employees, shareholders and regulators.

Refer to Our key relationships and to the Remuneration Report for further details.

Risks

The Human Resources and Compensation Committee has focused on the following of the top 10 risks:

  • 1 Safety
  • 2 Cyclical macroeconomic factors
  • 4 Sustainability expectations
  • 6 Climate change
  • 8Uncertain and evolving regulatory and public landscape
  • 10Employee and community relations

For further details, refer to Risk management.

Key roles and responsibilities

The Human Resources and Compensation Committee consists of five Independent Non-executive Directors.

The Human Resources and Compensation Committee ensures that the policy governing compensation practices and structures within the group support the group's strategy and performance goals. The policy also enables the attraction, retention and motivation of executives and all employees.

The committee ensures that the compensation philosophy and practices of the group, including the CEO's performance objectives, are aligned with the group's Thrive strategy and performance goals. It reviews and agrees the various compensation programmes and, in particular, the compensation of Executive Directors and senior executives, as well as employee benefits. It also reviews and agrees to executive proposals on the compensation of Non-executive Directors for approval by the board and ultimately by shareholders.

On 01 January 2025, Mr MA Fallon was appointed as Lead Independent Director and, as such, resigned from the committee as Chairman but remained as a member until 01 September 2025. Mr LL von Zeuner was appointed Chairman on 01 January 2025. Ms B Mehlomakulu was appointed to the committee as a member effective from 01 September 2025.

Strategic and other focus areas

The 2024 report was supported at the AGM on 05 February 2025 with a vote of 92.29% on the remuneration policy and 94.63% on the implementation report. This has been a significant endorsement by the shareholders in relation to our ongoing commitment to good governance and disclosure.

Apart from its normal annual work plan, the key focus for the committee was on the following:

Recommended and approved

  • The allocation of 2025 performance share awards to Executive Directors and all other eligible participants
  • Salary increases and bonus payments for Executive Directors and other key senior managers for 2025
  • Fee levels for Non-executive Directors of the Sappi Limited board for consideration and recommendation to shareholders for approval
  • The allocation model and the comparator peer group for the 2025 performance share plan (PSP)
  • Design of the 2025 Sappi Management Plan (Sappi Future Share)
  • The cash flow return on net assets (CFRONA) calculation
  • The ordinary resolution for the implementation of the Sappi Management Plan (Sappi Future Share)
  • Ordinary resolution to increase the minimum number of shares, which may be settled under the long-term incentive plan.

Reviewed

  • The 2024 Remuneration Report, including the content of the company's compensation policy and practices, which was put to shareholders for a non-binding vote at the AGM in February 2025
  • Development of the 2025 Remuneration Report for shareholder approval in February 2026
  • The succession, retirement and development plans for key management positions
  • The group's industrial relations policy and implementation
  • The group's training and development policy and implementation
  • The investor feedback on the 2024 Remuneration Report
  • The status of all benefit funds
  • The Sappi 2025 Employee Engagement Survey
  • The Sappi variable pay plans
  • The rules of the 2026 Management Incentive Scheme (MIS) and standardisation across all regions
  • The extension of the Minimum Shareholding Requirement (MSR).

Strategic focus areas for the committee in 2026

Key activities for the committee in 2026 will be, inter alia:

  • The approval of the remuneration and bonuses for Executive Directors and senior management
  • Reviewing and approval of measures for both long-and short-term incentives
  • Implementation of the Sappi Management Plan (Sappi Future Share)
  • Implementation of the new measures for both the longterm and short-term incentive plans
  • Succession in key positions across Sappi
  • Gender representativity across all Sappi operations
  • Implementation of the changes as recommended by the new Companies Act and King IV
  • No major expansion projects are planned over the next two years. The committee's primary focus in 2026 will be to support business performance and profitability through acknowledging and rewarding:
    – Improved safety performance across all regions
    – Disciplined cost management
    – Ramp-up of PM2 operations at Somerset Mill
    – Significant reduction in SEU overhead costs
    – Finalisation and execution of restructuring plans to return SEU to profitability
    – Production stability in SSA
    – Enhanced shareholder value through disciplined debt reduction
    – Proactive management of industrial relations during ongoing restructuring
  • The committee will be kept updated on the engagement survey action items.

In addition to the annual work plan as approved by the committee, the Chairman of the committee and senior executives from Sappi will visit key shareholders to discuss issues of mutual concern.

The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.

In accordance with section 61 of the amended Companies Act No 71 of 2008, the group's Remuneration Report for the year ended 30 September 2025 is presented to shareholders as part of the 2025 Annual Integrated Report. The report provides a comprehensive overview of Sappi's remuneration policy, its implementation and alignment with performance, shareholder value creation, and good governance practices. Shareholders will be invited to consider and endorse the report at the annual general meeting.

For more information, refer to the Remuneration Report.

Brian Beamish, (Chairman)

Membership details at September 2025
  • BR Beamish
  • SR Binnie
  • MA Fallon
  • E Istavridis
  • JM Lopez

94%

overall committee attendance rate

Stakeholders

The SETS Committee has a broad spread of stakeholders for whom it helps protect (or create) value: suppliers, customers, employees, regulators, shareholders and society.

Refer to Our key relationships for further details.

Risks

The SETS has focused on these top 10 risks:

  • 1 Safety
  • 4 Sustainability expectations
  • 5 Evolving technologies and consumer preferences
  • 6 Climate change
  • 8 Uncertain and evolving regulatory and public landscape
  • 9 Supply chain disruption
  • 10 Employee and community relations

For further details, refer to Risk management.

Key roles and responsibilities

The Social, Ethics, Transformation and Sustainability (SETS) Committee comprises four independent Non-executive Directors and the CEO. A 94% attendance record was achieved by board committee members for 2025. Other executive and group management committee members attend SETS Committee meetings by invitation. It should be noted that a number of other Non-executive Directors attend SETS Committee meetings ex officio. The Chairpersons of the ARC and SETS Committee attend each other's committee meetings to avoid unnecessary repetition of discussions.

The committee's mandate is to oversee the group's sustainability strategies, activities addressing climate change, nature impacts, ethics management, good corporate citizenship, labour and employment practices, health and safety, as well as its contribution to social and economic development and, with regard to the group's South African subsidiaries, the strategic business priority of transformation. The committee monitors progress towards and ensures that appropriate programmes are implemented to achieve the company's sustainability targets. The committee regularly reviews targets to ensure that they are both relevant to our operating context and reflective of an appropriate level of ambition.

As environment, social governance (ESG) reporting and disclosures become increasingly important to stakeholders and aligning with our strategic imperative to enhance trust, the committee is mandated to oversee the company's public disclosures, ensuring that reporting is aligned with appropriate global standards and compliant with regulatory requirements.

The SETS Committee is supported by the Group Sustainable Development Council (GSDC), as well as by Regional Sustainability Committees in dealing with day-to-day sustainability issues and helping to develop and entrench related initiatives in the business.

The recent Companies Amendment Act No 16 of 2024 requires public companies to have members of their Social and Ethics Committee elected by shareholders at each annual general meeting. This change enhances shareholder oversight and transparency in the appointment process. The board nominates suitably qualified and independent candidates, ensuring the committee comprises at least three members, the majority being Non-executive Directors not involved in day-to-day management, in line with King IV principles of accountability and good governance.

The Chairman of the committee and Lead Independent Director, Mr MV Moosa, retired from the board and the committee on 31 December 2024. Mr BR Beamish was appointed as Chairman of the committee from 01 January 2025. Ms E Istavridis was appointed to the committee on 01 January 2025. Dr B Mehlomakulu resigned from the committee on 01 September 2025 and Mr MA Fallon was appointed to the committee on 01 September 2025.

Strategic and other focus areas

In 2025, the committee provided oversight of:

  • Sappi's social and economic development standing (UNGC and OECD)
  • Review of the decent work and working conditions in terms of the International Labour Organization protocol
  • Safety performance across the three operating regions, safety incidents, and key safety initiatives and action plans
  • Progress towards the 2025 sustainability targets for the three operating regions, Sappi Forests and consolidated group performance
  • Progress towards the validated science-based targets (SBTs) and the approved climate change strategy, including the climate action aligned with the TCFD and the transition plan
  • External assurance on selected ESG KPIs: group LTIFR, group Scope 1 and Scope 2 emissions, Scope 3 emissions category 1: Purchased goods and services (t CO2e), group certified fibre, group waste-to-landfill and specific water usage in South Africa
  • SSA's performance against the applicable BBBEE legislation, the Employment Equity Act and the Forestry Charter, including unfair discrimination and equality policy
  • Sappi's Code of Ethics, ethics training programme and its effectiveness
  • Group training and development programmes
  • Production unit operating efficiencies, reliability and unscheduled downtime metrics
  • Sappi's public sustainability disclosures
  • Reviewed and approved various policies:
    – Group Sustainability Charter
    – Group Environmental Policy
    – Group Climate Change Policy
    – Group Water Stewardship Policy
    – Group Woodfibre Procurement Policy
    – Group Product Safety Policy
    – Group Human Rights Policy
    – Group Occupational Health and Safety Policy
    – Group Diversity and Inclusion Policy
  • Review and approval of the group Corporate Citizenship Policy and endorsement of the public affairs and social impact programmes
  • Review of global public policy development and impact to Sappi
  • Review of group safety statistics
  • Consolidated HR report on key training and development initiatives
  • Review of company policy on diversity and inclusion
  • Deep dives were conducted into the following areas:
    – Skills development and compliance training: building Sappi's people for the future
    – Reflecting on 2020 to 2025: Sappi's progress toward Thrive 2025 sustainability targets
    – 2030 sustainability targets: strengthening resilience through sustainable action.

Strategic focus areas for the committee in 2026

The committee will provide oversight of the following strategic business areas in 2026:

  • Further development of the approach to nature-related disclosures aligned with the Task Force on Nature-related Financial Disclosure (TNFD)
  • Progress towards the validated SBTs and the climate change strategy
  • Alignment of group sustainability disclosures to comply with the European Corporate Sustainability Reporting Directive for the FY2028 reporting period
  • Progress towards Thrive sustainability targets for 2030
  • Production efficiencies and events
  • Employee Engagement Survey action plans.

The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.

For more information, refer to the SETS Committee Report and to Our global sustainability goals.

Reviewed

  • The 2024 Remuneration Report, including the content of the company's compensation policy and practices, which was put to shareholders for a non-binding vote at the AGM in February 2025
  • Development of the 2025 Remuneration Report for shareholder approval in February 2026
  • The succession, retirement and development plans for key management positions
  • The group's industrial relations policy and implementation
  • The group's training and development policy and implementation
  • The investor feedback on the 2024 Remuneration Report
  • The status of all benefit funds
  • The Sappi 2025 Employee Engagement Survey
  • The Sappi variable pay plans
  • The rules of the 2026 Management Incentive Scheme (MIS) and standardisation across all regions
  • The extension of the Minimum Shareholding Requirement (MSR).

Strategic focus areas for the committee in 2026

  • The approval of the remuneration and bonuses for Executive Directors and senior management
  • Reviewing and approval of measures for both long-and short-term incentives
  • Implementation of the Sappi Management Plan (Sappi Future Share)
  • Implementation of the new measures for both the longterm and short-term incentive plans
  • Succession in key positions across Sappi
  • Gender representativity across all Sappi operations
  • Implementation of the changes as recommended by the new Companies Act and King IV
  • No major expansion projects are planned over the next two years. The committee's primary focus in 2026 will be to support business performance and profitability through acknowledging and rewarding:
    – Improved safety performance across all regions
    – Disciplined cost management
    – Ramp-up of PM2 operations at Somerset Mill
    – Significant reduction in SEU overhead costs
    – Finalisation and execution of restructuring plans to return SEU to profitability
    – Production stability in SSA
    – Enhanced shareholder value through disciplined debt reduction
    – Proactive management of industrial relations during ongoing restructuring
  • The committee will be kept updated on the engagement survey action items.

In addition to the annual work plan as approved by the committee, the Chairman of the committee and senior executives from Sappi will visit key shareholders to discuss issues of mutual concern.

The committee is satisfied that it has fulfilled its responsibilities as set out in its terms of reference.

In accordance with section 61 of the amended Companies Act No 71 of 2008, the group's Remuneration Report for the year ended 30 September 2025 is presented to shareholders as part of the 2025 Annual Integrated Report. The report provides a comprehensive overview of Sappi's remuneration policy, its implementation and alignment with performance, shareholder value creation, and good governance practices. Shareholders will be invited to consider and endorse the report at the annual general meeting.

For more information, refer to the Remuneration Report.

Management committees

The board assigns responsibility for the day-to-day management of the group to the CEO. To assist the CEO in discharging his duties, a number of management committees have been formed. Some of these committees also provide support for specific board committees. The management committees are a key component of Sappi's second line of defence and assurance. Refer below for additional details of Sappi's approach to risk, controls and assurance.

Executive Committee

This committee comprises Executive Directors and senior management from Sappi Limited, as well as the CEOs of the three main regional business operations and the dissolving wood pulp business. The CEO has assigned responsibility to the Executive Committee for a number of functional areas relating to the management of the group, including the development of policies and alignment of initiatives regarding strategic, operational, financial, governance, sustainability, social and risk processes. The Executive Committee meets at least five times per annum. All key topics discussed at board level are subject to review and discussions by the Executive Committee.

Group Risk Management Committee

The committee is known as the Group Risk Management Team (GRMT) and is mandated by the board to establish, coordinate and drive the risk management process throughout Sappi. It has established a risk management system to identify and manage significant risks. The GRMT regularly reports on risks to the ARC and the board. Risk management software is used to support and report on the risk management process. During 2025, ongoing key initiatives included updating the regional risk registers and business continuity plans, including IT security risks. A new major project aligned with GRMT focuses on manufacturing operational technology (OT) security and is jointly led by manufacturing and IT. The GRMT will continue reviewing policy, procedures and assurance, and provide oversight of group, regional and unit-level emerging risks. This includes risk assessments and analysis required for climate change and ESG-related risks and exposures, as well as any new emerging risks.

Group Sustainable Development Council

The Sappi Group Sustainable Development Council (GSDC) leads on all sustainability-related policies and practices and provides support to the SETS Committee. Members meet quarterly to report progress against sustainability goals and key initiatives, share best practices, and exchange information on emerging issues. Members review regional information for various disclosure mechanisms, including the CDP's Climate Change, Forests and Water Programmes and the annual 2025 Sappi Group Sustainability Report.

Key focus areas in 2025 included:

  • Oversight and review of the Thrive sustainability targets
  • Sappi's climate change strategy and action plans, including:
    – Alignment of Sappi's decarbonisation road map with the Science Based Targets initiative (SBTi)
    – Assessment, and improvement, of our resiliency to risks and opportunities posed by climate change, as framed by the TCFD
  • Sustainable procurement, roll-out of EcoVadis to our top suppliers
  • Social impact strategy for South Africa
  • Identifying collaboration opportunities to further Sappi's sustainability objectives and leverage Sappi's expertise to contribute to the SDGs.
Brand Council

The Brand Council's mission is to strengthen Sappi's brand awareness and reputation by ensuring that its values and identity are consistently expressed across all touchpoints and regions. The council drives cohesion and strategic alignment across the organisation, supporting sustainable growth through more impactful and efficient communication. By evaluating the effectiveness of marketing and corporate communications, it shares insights and best practices that enable continuous improvement and deliver value to both corporate and commercial teams. Annual brand and corporate identity audits reinforce alignment and excellence, while monthly meetings provide a platform for cross-functional collaboration that inspires action and strengthens Sappi's brand in line with its purpose, vision, and business strategy.

Key initiatives in 2025 included:

  • Finalisation of a global brand health tracking framework and refinement of brand positioning to strengthen competitiveness and customer relevance
  • Development of an employer brand programme to enhance Sappi's attractiveness as an employer
  • Launch of a new website and internal communication app, increasing brand visibility – internally and externally – and employee engagement
  • Reinforcement of the sustainability narrative across brands and communications
  • Execution of a comprehensive brand audit – expanded beyond visual identity to include content strategy – to harmonise brand execution across geographies, channels and messaging.
Project steering committees

For key strategic projects, steering committees are established to oversee the successful execution of the project. Project development follows Sappi's documented project execution methodology. Scrutineering teams are assigned to strategic projects from the initiation phase to assist projects under development in identifying alternatives and eliminating bias related to technical and market assumptions. Post-completion project audits feedback to capture any learnings.

Global Technology Management Team

The Global Technology Management Team (GTMT) is a global team of managers from operations through to R&D, constituted to coordinate technology management at Sappi. The committee is accountable to the group Executive Committee under terms of reference, which includes the following key accountabilities: management of technical knowledge sharing, establishing best practice, enhancing manufacturing efficiencies, cost reduction and lean manufacturing processes, and accelerating innovation to support our Thrive strategy.

The GTMT is supported by a number of technology clusters to create value as follows:

  • Assisting the group Executive Committee and the Sappi board with the coordination and oversight of the group technology strategy planning and execution
  • Provide oversight of the global innovation portfolio based on business priority and value delivery metrics
  • Recommend resource allocation and review skills requirements to deliver the Thrive goals
  • Provide oversight of the interregional progress and projects undertaken by the technology clusters to advance knowledge sharing, best practice development and performance achievement in the area of focus of the respective clusters
  • The GTMT provides support to identify best-available technology and share best practice to optimise return on investment, as well as to harmonise procedures and processes towards application of best practice adoption of common standards and measurements via a OneSappi approach
  • Review new-to-the-world technology trends, futures and scout for new and disruptive technology developments in order to recommend how Sappi acts or exploits the same
  • Review manufacturing efficiencies and develop processes and procedures to deliver continuous improvement and reverse negative trends
  • Provide oversight of the safety and operational risk mitigation programmes
  • Coordinate technical scrutineering of capital investments to enhance value delivery and mitigate risk
  • Coordinate the Sappi Technical Excellence Awards, which recognise innovation and technical excellence across the group
  • Coordinate global deployment of skills, on a needs basis, to make the most effective use of group skills and experience to deliver material value opportunities.

The GTMT and technology clusters focus on global technical alignment, performance and efficiency measurement as well as new product development.

Disclosure Committee

The Disclosure Committee comprises members of the Executive Committee and senior management from various disciplines. Its objective is to review and discuss financial and other information prepared for public release. It is the ultimate decision-making body, apart from the board, with regard to disclosure.

IT Steering Committee

The IT Steering Committee, assisted operationally by the Group IT Council (GITCO), promotes IT governance throughout the group and is the highest authority responsible for this aspect of Sappi's business, apart from the board. The committee has a charter approved by the ARC and the board. An IT governance framework has been developed and IT feedback reports are presented to the ARC and the board. Sappi IT has implemented a standardised approach to IT risk management through a group-wide risk framework supported by the use of risk management software. The committee has helped to create value for shareholders in 2025 by its oversight of:

  • The implementation of major strategic projects to drive operational excellence in manufacturing, sales, supply chain, finance and logistics, among other functions
  • The digital strategy and governance model to drive innovation at scale across all divisions, expanding into higher value use cases
  • The expansion of the group security function and talent pipeline and tangible progress toward the security strategy, including formal manufacturing security governance and roadmap
  • The framework to evaluate enhanced third-party IT security risks assessment capabilities
  • The delivery of a cohesive expanded cloud infrastructure and security capabilities strategy, inclusive of security resilience
  • The deployment of global operational technology (OT) security solutions across the manufacturing landscape
  • Refreshed strategic planning around core enterprise solutions.

A significant part of the IT Steering Committee's responsibility is to monitor and direct Sappi's information and cyber security activities. The ARC oversees these activities. Security matters are shared and discussed with the board at least quarterly. Sappi does have cyber risk insurance. Sappi's internal IT audit team undertakes reviews of information and cyber security.

Oversight by the committee will continue in 2026 for these IT initiatives, as well as:

  • Support for new business priorities to address evolving market conditions in alignment with Thrive priorities
  • Capitalising on innovative new solutions to maximise value realisation
  • Additional security improvements, including enhanced data analytics, recovery capabilities, global OT security standards, central vulnerability management and further smart partnerships to extend security best practices and capacity
  • Infrastructure simplification through further global harmonisation opportunities and cloud consolidation.
Treasury Committee

The Treasury Committee meets monthly to assess financial risks on treasury and finance-related matters. Specific focus areas in 2025 related to:

  • Refinancing the Sappi Papier Holding EUR240.3 million 2026 bond maturity, with a new EUR300 million 2032 bond
  • Renewal of the Sappi Papier Holding EUR280 million securitisation programme to 2028
  • Focus on liquidity and short-term debt in the context of the final capex phase for the Somerset Mill conversion and expansion project.

Key focus areas in 2026 will be:

  • The renewal and extension of the Sappi Papier Holding and Sappi Southern Africa Revolving Credit Facilities
  • Consider appropriate term debt structures to term out a portion of the short-term debt
  • Consider appropriate action for upcoming debt maturities.
Sappi Accounting Standards Committee

The Sappi Accounting Standards Committee (SASC) meets regularly to discuss and decide on the accounting treatment and the application of accounting standards at Sappi. SASC comprises finance, treasury and accounting officers throughout the group. Internal and external audit attend meetings by invitation.

Taxation Committee

The Taxation Committee meets quarterly to discuss and address global taxation matters. The main focus areas of the committee for 2025 included:

  • Tax accounting and reporting
  • Tax compliance, including transfer pricing and Base Erosion and Profit Shifting (BEPS) reporting
  • Tax audits and international mitigation measures to avoid double taxation
  • Tax implications of strategic projects
  • New tax legislation.

These topics will continue to receive oversight from the committee in 2026.

Control and Assurance Committee

The Control and Assurance Committee (CAC) comprises group and regional heads of department representing all the main operating and support functions at Sappi. CAC is supported by the internal control function and internal audit. A multi-disciplinary Combined Assurance Workgroup (CAW) provides insight, foresight and guidance to the business on internal controls and combined assurance for financial, strategic and operational risks. CAW provides input to CAC, which, in turn, is accountable to the GRMT and the ARC.

Ensuring leadership through ethics and integrity

Sappi is committed to doing business the right way. Trust is created by operating from a commonly accepted set of values, thereby enhancing and protecting our reputation. We require our directors and employees to act with integrity, to be courageous, to make smart decisions, and to execute them with speed in their dealings with all business partners and stakeholders.

Code of Ethics

Our values underpin the group's Code of Ethics (the code) and commit the group and its employees to sound business practices and compliance with applicable legislation, which helps promote our legitimacy.

All new employees receive training on the Code of Ethics and related topics, such as anti-bribery and corruption and anti-competitive practices, as part of their onboarding. Employees receive refresher training on these courses every three years.

To reinforce key ethical principles, we highlighted international observances such as Global Ethics Day, International Fraud Awareness Week and World Whistle-blower Day during 2025.

A group Supplier Code of Conduct (Code) has been developed and communicated to help ensure that Sappi's values and ethical standards are understood and supported by our suppliers, their first-tier suppliers and other stakeholders.

Steps are taken against employees and suppliers who do not abide by the spirit and provisions of our code. This may include the termination of contractual arrangements and criminal actions.

Refer to www.sappi.com for the Code of Ethics.

Legal compliance programme

Sappi's group Legal Compliance Programme (LPC) is designed to increase awareness, and enhance compliance with, applicable legislation in place. The group compliance officer reports twice per annum to the ARC.

The LPC has been boosted by:

  • Competition law training
  • Global privacy law training
  • Anti-bribery and corruption training.

Key focus areas in 2026 will be:

  • Competition law training
  • Global privacy law training
  • Anti-bribery and corruption training.
Conflicts of interest

The group has a conflicts of interest policy that obliges all employees to disclose any interest in contracts or business dealings with Sappi to assess any possible conflict of interest. The policy also dictates that directors and senior officers of the group must disclose any interest in contracts, as well as other appointments, to assess any conflict of interest that may affect their fiduciary duties. In July 2025, an initiative was launched in South Africa, requiring employees to declare any conflicts of interest annually via a dedicated software platform – even in instances where they have no conflicts to report.

During the year under review, apart from that disclosed in the financial statements, none of the directors had a significant interest in any material contract or arrangement entered into by the company or its subsidiaries.

For more information on how Sappi addresses conflicts of interest, please refer to the Preventing fraud and corruption section of the Code of Ethics.

Insider trading

The group has a Code of Conduct for dealing with company securities and follows the JSE Limited Listings Requirements and Companies Act in this regard.

For further information, please refer to the Insider trading section of the Code of Ethics.


Reporting on compliance and ethics concerns

Sappi employees and stakeholders can report any potential illegal or non-compliant behaviour they observe directly to senior management, internal audit or legal counsel. Alternatively, they can report to Sappi Ethics Hotline either anonymously, via telephone or by completing an online web-portal form. Whistle-blower 'hotlines' have been implemented in all the regions in which the group operates. The hotline and web-portal service, operated by an independent service provider, enables all stakeholders to anonymously report environmental, safety, ethics, accounting, auditing, control issues or other concerns. Retaliation against whistle-blowers is not tolerated. The follow-up on all reported matters is coordinated either by legal counsel or internal audit and reported to the ARC. The majority of calls and ethics reports received related to the Southern African region.

Please refer to the whistle-blower hotline and ethics report graphs below for information on the following:

  • Number of hotline calls per 1,000 employees
  • Number of forensic cases closed and average time spent per case
  • Categories of hotline calls and ethics reports
  • Outcome of the investigations.

There has been an increase in the hotline report rate per 1,000 employees and forensic cases closed in FY2025, as a result of multiple calls received for the same issues. This does not imply an increase in risk. Sappi considers improved utilisation of the hotline as a positive development. An additional factor is the decrease in the number of employees at Sappi. The increase in average days to close forensic cases is primarily related to employment-related matters.

Sappi's hotline report rates, categories of reports, and outcomes of cases broadly align with international whistle-blower benchmark data. For more information, refer to the Reporting and whistle-blowing section of the Code of Ethics.

Hotline report rate per 1,000 employees per annum

Forensic cases closed and average time taken to close

Hotline and ethics cases by category (%)

Hotline and ethics case outcomes (%)

Financial statements

The directors are responsible for overseeing the preparation and final approval of the group's Annual Financial Statements, in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

The group's results are reviewed prior to submission to the board, as follows:

Risk, controls and assurance at Sappi

Risks facing the group are identified, evaluated and managed by implementing risk mitigations such as insurance, strategic actions or specific internal controls. Sappi maintains a robust framework of risks and controls that assists in the application of the King IV guidelines and the achievement of governance outcomes by helping to create an ethical culture establishing effective control and promoting legitimacy, all of which help Sappi and its stakeholders to benefit from good performance. The framework includes controls addressing our material matters by focusing on the main drivers of Sappi and comprises both financial and non-financial controls, which support the achievement of our strategy, within our risk appetite and tolerance levels, across the economic, social and environmental context in which the organisation operates as well as each of the six capitals set out in the International Integrated Reporting Council's model. More information on these capitals and integrated thinking in the context of Sappi's sustainable business model can be found in Our strategy and performance, as well as Our global sustainability goals.

The group's internal controls and systems are designed in accordance with the Committee of Sponsoring Organizations' control framework to support the achievement of the group's objectives, including strategic, operational and financial performance goals, effective and efficient use of resources, safeguarding assets against material loss, integrity and reliability of internal and external financial and non-financial reporting, and compliance with applicable laws and regulations.

Sappi operates a combined assurance framework, which aims to optimise the assurance coverage obtained from management and internal and external assurance providers on the risk areas affecting the group. Combined assurance is overseen by CAC. The committee and its CAW provide holistic feedback to the GRMT and ARC on the state of controls and the quality and coverage of assurance from the various assurance providers across Sappi's three lines of assurance. The workgroup focused on the following risk topics in 2025: fibre certification, fraud and ethics management, cyber security, operational technology, legal compliance, business continuity, contractors and maintenance, energy, waste and safety.

In FY2026, the CAW will assist the CAC to create and protect value by further developing combined assurance, risks and controls relating to IT security, regulatory compliance and sustainability.

Sappi's combined assurance framework, incorporating three lines of assurance and oversight by the board and board sub-committees:

Risk areas and value drivers, capitals First line
of assurance
Second line
of assurance
Third line
of assurance
Oversight by
the board
Business management operations supported by appropriate controls and systems Monitoring and oversight functions Independent assurance provided by external audit, internal audit and other assurance providers through the audit of certifications Board and board sub-committees
Governance, risk and controls – general (core business cycles)  
  • Day-to-day risk management activity
  • Established risk and control environment
  • Executive, corporate and regional lead teams
  • Corporate and regional business functions, eg sales, finance, IT, HR, purchasing
  • Business units, eg forestry, mills, sales offices
  • Business unit operations, eg production, engineering, controlling, materials management.
CAC, management self-assessments Internal audit Audit and Risk sub-committee
Strategy and vision, competition and markets, sociopolitical Executive Committee, Group Head Strategy, Global Business Council, CAC, management self-assessments Internal audit Nomination and Governance Committee
Financial, tax and treasury Control and assurance, accounting standards, taxation, treasury and Disclosure Committees, management self-assessments KPMG, tax authorities, internal audit ARC
Legal and compliance Legal compliance programme, Group Compliance Manager Legal compliance audits, internal audit ARC, SETS Committee, and Human Resources and Compensation Committee
IT IT Steering Committee, group IT governance functions, management self-assessments KPMG, ISA 3402s, penetration testing, internal audit ARC
Planet, environment, natural capital Sustainability Councils, Global E4 Committee (GEC), GRMT ISO 14001, FSC, PEFC, SFI®, EMAS, KPMG, EcoVadis

Government reviews emissions effluent etc, internal audit
SETS Committee
Ethics Group Compliance Manager, ethics surveys, management self-assessments Internal audit SETS Committee, ARC
People, HR and transformation Global Human Resource Committee, regional labour forums, employee engagement surveys, management self-assessments BBBEE audits, internal audit ARC, SETS Committee, and Human Resources and Compensation Committee
R&D, intellectual property Group technical cluster, management self-assessments ISO 17025, internal audit SETS Committee
Manufacturing, supply chain management, quality, forestry Technical clusters and platforms, regional safety, health, environment and quality audits, supplier audits, management self-assessments ISO 9001, ISO 50001, FSC, PEFC, SFI®, matrix, internal audit SETS Committee
Stakeholders, communication, reputation, society Group corporate affairs, sustainability and investor relations functions Internal audit SETS Committee
Safety Group and regional risk management teams, safety audits ISO 45001, ISO 22000, regulatory inspections, internal audit SETS Committee

A key element of combined assurance at Sappi is derived from the annual control self-assessments completed by control owners, which helps to protect value for stakeholders by providing management and the board with assurance on the state of controls throughout the group. The remediation of control gaps identified through this process is monitored by management, relevant committees, auditors and the board.

The ARC advises the board on the state of risk management and controls, as well as assurance, in Sappi's operating environment. This information is used as the basis for the board's review, sign-off and reporting to stakeholders, via the Annual Integrated Report and Annual Financial Statements, on risk management and the effectiveness of internal controls and assurance within Sappi.

As part of combined assurance with respect to reported information, Sappi has obtained assurance on the data in the Annual Integrated Report from the following sources:

Internal audit

The group has an effective, suitably resourced, risk-based Internal Audit department. The department operates in terms of a specific charter from the ARC and independently appraises the adequacy and effectiveness of the group's governance, risk management, systems, internal controls and accounting records. Internal audit coordinates combined assurance and reports the findings to local and divisional management, the external auditors, and the ARC.

The Head of Internal Audit reports to the ARC, meets with board members, has direct access to executive management and is invited to attend certain management meetings.

The role of the internal audit function at Sappi is set out in the following diagram:

Internal audit value proposition

During 2025, the risk-based coverage plan was substantially achieved. Apart from the ongoing focus on financial controls, internal audit helped to create and protect value for Sappi and our stakeholders by completing reviews in support of the following strategic objectives:

In 2026, internal audit will support the achievement of Sappi's Thrive strategic objectives by completing advisory and assurance projects in the following areas:

Grow our business: R&D, packaging and speciality papers

Sustain our financial health: sales, procurement, treasury, working capital processes and activities

Drive operational excellence: sales and operations, maintenance, energy, strategic business and IT projects, including global Mill Execution System (MES) projects

Enhance trust: ethics, governance, sustainability, regulatory compliance and cyber security reviews

Internal audit maintains an internal quality assurance programme. Our last external quality assurance review was conducted by the Institute of Internal Auditors (IIA) in 2025. A Fully Conforms rating was received, which is the highest of the four levels of conformance to the IIA's standards. The external review commended internal audit on its credibility, technical expertise, deep knowledge of the business, and ability to operate as a cohesive 'OneSappi' global audit team. Stakeholders consistently highlighted the constructive, collaborative nature of their interactions with GIA, as well as the relevance and quality of the assurance provided. The function is not only trusted as an assurance provider but also respected as a strategic partner in governance, risk and control enhancement. Matters that arose and have been addressed include enhancing root cause analyses and improving report turnaround.

A focus for 2026 will be further updated to internal audit's approach to leverage technology (AI and advanced analytics).

Board assessment of the company's risk management, compliance function and effectiveness of internal controls, and combined assurance

The board is responsible for the group's systems of internal financial and operational control. As part of an ongoing comprehensive evaluation process, control self-assessments, independent reviews by internal audit, external audit and other assurance providers were undertaken across the group to test the effectiveness of various elements of the group's financial, disclosure and other internal controls as well as procedures and systems. Identified areas of improvement are being addressed to strengthen the group's controls further. The board has assessed the combined assurance provided in 2025. The results of the reviews did not indicate any material breakdown in the functioning of these controls, procedures and systems during the year. The internal controls in place, including the financial controls and financial control environment, are considered to be effective and provide a sound basis for the preparation of the Annual Financial Statements, Annual Integrated Report, and other reports used internally for management's decision-making.

Company Secretary

The Company Secretary does not fulfil executive management functions outside of the duties of Company Secretary and is not a director. During the year, the board has assessed the independence, competence, qualifications and experience of the Company Secretary and has concluded that she is sufficiently independent (ie maintained an arm's length relationship with the executive team, the board and individual directors), qualified, competent and experienced to hold this position. The Company Secretary is responsible for the duties set out in section 88 of the Companies Act 71 of 2008 (as amended) of South Africa. Specific responsibilities include providing guidance to directors on discharging their duties in the best interests of the group, informing directors of new laws affecting the group, as well as arranging for the induction of new directors.