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REMUNERATION REPORT 2020EBIT increased by 18% to R811 million (2019: R687 million),supported by positive operating leverage. There was a 1% gainin EBIT margin to 32%. EBITDA increased by 19%. Strong NPATgrowth of 12% to R778 million (2019: R695 million) wasrecorded, despite a decrease in net finance income. Total EPSand HEPS increased by 15%, to 936.7 cents from 814.8 centsand 814.6 cents respectively.Return on equity (ROE) is a key measure of financialperformance as it combines all our critical drivers, includingearnings growth and capital utilisation, into a single metric.Looking forward, our medium-term target ROE range is 16% to23%. For the past three years, we have recorded average annualROE of 21%.The Group continued to be strongly cash generative, with netcash from operations of R1.03 billion (2019: R880 million), arecord high. Total CAPEX was R89 million (2019: R101 million),with the focus mainly on the trading engine upgrade, the newmaster data reference system and additional colocation racks.The JSE is well positioned to continue our deliberate investmentin those areas of our business that we believe to be critical toour long-term sustainability.The JSE remains therefore in a healthy position with regard tocash and capital, with net cash generation in 2020 resulting in astable cash balance of R2.5 billion at the end of December(2019: R2.6 billion).In this context the Group Remco approved increases toguaranteed remuneration of 5.5%% for 2020 (2019: 6.5%) basedon benchmarking and independent input (see page 19 foradditional detail).Corporate performance for 2020 was assessed as excellent,with all financial and corporate objectives for 2020 beingachieved. The committee awarded a bonus pool of R75.7 million,an increase of 17% on the incentives awarded in 2019 (but stillwithin the 10% of NPAT policy guideline for the annual bonuspool). See page 21 in the integrated annual report andpage 20 of this report for further information.Long-term corporate performance was assessed by GroupRemco in determining the vesting of long-term incentivescheme (LTIS) 2010 share awards originally granted in 2017.4These corporate metrics are weighted towards financialperformance, particularly return on equity and earnings growthover the three and four-year vesting terms. The final shareaward under the LTIS 2010 scheme vested for the performanceperiod ended December 2020. Group Remco assessed thisAllocation 8(2) award at 59.85% based on performance againstthe pre-set corporate metrics. The balance of the share awardsunder Allocation 8(2) were forfeited (our long-term schemes aredetailed in both the policy overview and implementationsections later in this report.)PwC understands the JSE’s remuneration policy and thelinkages to the JSE’s overall strategy. Group Remco alsoengaged Bowman’s Law as specialist remuneration advisor onthe on-going application of the JSE’s long term equity incentivescheme and in respect of the grading and benchmarking ofexecutive roles. Group Remco is satisfied that they areindependent. Further, Group Remco is satisfied that the JSE’sremuneration policies are aligned with the overall remunerationphilosophy, and that the policies have achieved their statedobjectives for the year under review.We continue to focus on the key elements underpinning our2022 strategy, as follows:Areas of focus» Partner to co-create for inclusive and sustainable growth» Run trusted markets, products, and services» Enhance the stakeholder experience» Attract and retain diverse top talent» Lead by example on the national agendaRefer to page 20 in the integrated annual report for moreinformation on the JSE’s strategy.Engagement with shareholdersIn line with King IV, the remuneration policy andimplementation report will be tabled annually for separatenon-binding advisory votes by shareholders at the annualgeneral meeting to be held on 3 June 2021. The Group’sremuneration policy, implementation report and non-executivedirector’s emoluments were put to shareholder vote at theprevious annual general meeting and endorsed with a majority(AGM on 25 June 2020: 81%, 91% and 99%, respectively).To the extent that either the remuneration policy resolution orthe implementation report resolution, or both, are voted againstby 25% or more of the voting rights exercised at a shareholdermeeting, the Board will engage with shareholders.The Board will continue to embrace regular dialogue withshareholders to maintain a mutual understanding ofperformance and value creation by the Group and thelink to the remuneration policy.Group Remco has engaged PwC as its remuneration consultant,and is satisfied that they are independent and objective and thatDuring 2020 the Group Remco:» reviewed leadership continuity initiatives, and the seniortalent pipeline;» monitored employment equity progress and plans;» reviewed grading and benchmarking of all executive roles;» determined guaranteed pay adjustments for the organisationand executives;» reviewed the corporate scorecard for 2020, and assessedperformance against this scorecard;» determined the discretionary bonus pool for 2020 based oncorporate performance delivered;» recommended LTIS 2010 vesting of awards;»»»»approved the LTIS 2018 allocations;recommended the non-executive director fees;approved the committee’s terms of reference; andapproved the 2020 work plan.Remuneration governanceVotingThe JSE’s remuneration policy as set out in theRemuneration Policies is subject to an advisory vote byshareholders at the AGM (non-binding advisory resolutionnumber 1), while the Implementation Report is also subjectto a non-binding advisory vote by shareholders (non-bindingadvisory resolution number 2).The JSE’s remuneration governance is prescribed by theCompanies Act, King IV Code, JSE Listings Requirements andthe Group Remco’s terms of reference.

REMUNERATION REPORT 2020Sound remuneration governance provides shareholders withthe assurance that the JSE’s remuneration philosophy andpolicies translate into remuneration outcomes that are closelylinked to Group performance. The Board and Group Remcoapply independent judgement in developing appropriateremuneration models and in evaluating and approvingremuneration outcomes.Changes to the composition of Group Remco during 2020 wereas follows:Board» Sets the overarching remuneration philosophy for the Group» Approves the remuneration policy» Submits the remuneration policy and implementation report to two non-binding advisoryvotes by shareholders at every AGM» Appoints the Group Remco» David Lawrence retired from the Board, and as a member ofGroup Remco, at the AGM held on 25 June 2020, following12 years of service to the Board.» Fatima Daniels stepped down from the Board, and as amember of Group Remco, effective 8 July 2020.» Ian Kirk was appointed by the Board as a non-executivedirector effective 1 October 2020. He also joined GroupRemco effective from that date.Group RemcoTerms of reference: A formal Board-approved terms of reference is in place1. There were no changes to theterms of reference.Philosophy: Ensures that the JSE consistently, throughout the Group, adheres to a remuneration philosophybased on enduring principles of fairness, transparency, competitiveness and reward for performanceactually delivered.Policy: Ensures that remuneration policies and practices, and the implementation of those, directly supportthe achievement of the Group’s strategy and business goals, to the ultimate benefit of shareholders andother stakeholders.On behalf of Group Remco, I would like to thank David forhis commitment to the JSE and its business for more than adecade, and his wise counsel to Group Remco. I also extendgrateful thanks to Fatima for her inputs and advice as a memberof the committee. I am pleased to welcome Ian and lookforward to his contribution in the years ahead.Judgement: Exercises discretion in such a way that the best interests of stakeholders are served and theappropriate calibre of management and employees are attracted, motivated and retained, rather than simplyapplying formulaic prescriptions.Implementation: Determines the structure and level of remuneration for executive management, assessescorporate and Group CEO performance over relevant measurement periods, and approves all annualincentives for executives and share allocations and vesting of share awards under the Group’s shareincentive schemes.Group Remco composition and attendance in 2020Meeting attendanceNon-executive directorsVN Fakude (Chairman)*F Daniels (resigned)*IM Kirk (appointed)BJ KrugerDM Lawrence (retired)N 5Committee effectiveness: Group Remco performance was assessed as part of the overall annual Boardperformance self-review. The Board confirmed that the Group Remco has discharged its mandate and theresponsibilities delegated to it during 2020.Composition: Comprises a minimum of three non-executive directors of the JSE, appointed by the Board.The committee is required to meet a minimum of three times each calendar year. No members of the GroupRemco may have any day-to-day involvement in the management of the JSE. As at 31 December 2020, thecommittee comprised four non-executive directors, two of whom are independent.Independence of committee: 50%Other inviteesGroup CEODirector: Human ResourcesGroup Company Secretary*Independent non-executive director.Management involvement: The Group CEO and the director of human resources attend Group Remcomeetings by invitation. Other senior management members attend meetings from time-to-time as required.The Group Company Secretary attends all Board committee meetings. No individual, irrespective of position,is present when their remuneration is discussed.Meetingattendance4/44/44/4Refer to the Integrated Annual Report for more information on the JSE’s governance structures.1For terms of reference, refer www.jse.co.za.5

REMUNERATION REPORT 2020REMUNERATIONPOLICIES14Remuneration philosophy6Remuneration model8Pay mix and potential remuneration10Guaranteed pay and annual incentives11Long-term incentives11Service contracts and other appointments15Non-executive director emoluments18Our remuneration policies are approved by Group Remco and the Board,and set out how total reward must be managed within the Group. This policystatement is subject to a non-binding advisory vote at the AGM.The JSE’s remuneration philosophy and policy governs the remuneration of executive management (executive directors andprescribed officers) and other employees. We are committed to observing the concept of fair and responsible remuneration forexecutive management in context of overall employee remuneration.Remuneration philosophyInherent in this philosophy is the linkage between pay and short and long-term performance (both at an individual andcorporate level).Remuneration is structured in a fair and reasonable manner, recognising individual contributions and collective results.There is a clear differentiation between executives and employees based on line-of-sight responsibility, accountability,competencies, work performance and scarcity of skills.In order to drive a pay-for performance approach, there is also an increasing element of variable pay at seniormanagement levels.We aim to» Align pay to performance against corporatestrategy» Promote a culture that supports innovation,enterprise and the execution of Group strategy» Align the interests of employees with attainingprofitable (and sustainable) long-term growth ofthe business for the benefit of all stakeholders» Offer an equitable remuneration mix thatattracts, motivates and retains the appropriatecalibre of executives and employees6Our remuneration philosophyaccounts for» Reality of the JSE’s size and its significant rolein the South African financial sector» Nature of the business, its risk profile, thecompetitive environment and financialaffordability» Balancing of rewards with the funding of capitalto maintain and grow the JSE, dividendpayments to shareholders and payments towider society (through taxation and corporatesocial responsibility)

REMUNERATION REPORT 2020Our philosophy creates sustainable value as it is:Aligned with stakeholderThis remunerationphilosophy is expressedthrough a comprehensiveremuneration policy,supported by specificremuneration practices.interestsCongruent with strategic priorities and valuesLinked to corporate and individual performanceCompetitive with market norms and benchmarksTransparent and understandableFAIR AND RESPONSIBLE REMUNERATIONThe following are factored into our remuneration policy and practices:» The principle of equal pay for work of equal value– Guaranteed pay is determined based on clear role descriptions and validated by an independentremuneration advisor.– Pay levels are benchmarked against independent market data, and any unjustifiable income disparities(including race, gender and tenure) are subject to adjustment.» Overall pay ratios between executives and other employees are considered when determining annualsalary increases.» The JSE invests in employees through career pathing, talent mapping and providing skills developmentopportunities to promote progress within the JSE.» Provision of financial education, debt counselling and training on basic financial education to assistemployees in avoiding over-indebtedness.7

REMUNERATION REPORT 2020Remuneration modelOur remuneration model comprises three core elements – guaranteed pay, annual incentives and long-term incentives.These are linked to performance to ensure that high levels of pay are awarded only for high performance and where thereis sustained value creation for shareholders.Fixed payElementCharacteristicsVariable payGuaranteed pay and benefitsAnnual incentives» Set around median for the specific role» Payable for the financial year» Based on the premise of equal pay for work ofequal value» Rewards high performance» Provides a guaranteed level of earnings» Linked to corporate financial performance,delivery of strategic priorities and personalperformanceLong-term incentives» Payable in respect of sustained corporateperformance over three to four years» Attract and retain high-performing talent and criticaland scarce skills» Create an “ownership culture” among senioremployees» Measured against pre-set financial and strategictargets» Basic salary» Discretionary cash bonus scheme» Defined contribution pension planComponent» Performance share schemes:o LTIS 2010: Scheme closed with final allocationawarded in 2017. Vesting of final allocationcomplete as at 31 December 2020» Medical aid benefitso LTIS 2018: First allocation awarded in 2018 andwill vest from 2021» Critical skills cash scheme» Compensate employees for work performedPurpose» Attraction and retention» Reward employees for the specific financialyear’s corporate financial performance, deliveryof strategic priorities and personal performance» Attraction and retentionAll employeesEligibility8All employees» LTIS 2010/2018: Incentivise corporate performanceand long-term shareholder value creation» Critical skills cash scheme: Retention of senioremployees with scarce or critical skills» LTIS 2010/2018: Senior leadership group involvedin strategic decision-making» Critical skills cash scheme: Key employees withscarce or critical skills (that do not participate inLTIS 2010/2018)

REMUNERATION REPORT 2020Fixed payElementGuaranteed pay and benefits» Structured on a total cost to company basis» Benchmarked against independent market data» Reflects scope and depth of role, experience required,level of responsibility and individual performanceBenchmarksHow the pay is setFinancial services industry and general corporatebenchmarks are used to determine competitiveguaranteed pay levels for all roles. The PwC Remchanneldatabase is used with input from independentspecialists to ensure all roles are correctly sized andgraded as part of the salary benchmarking process.The policy aims to move base salaries towardsmedian, although cost considerations sometimesdo not allow this. In certain instances – either forhistorical reasons or to retain scarce skills – salariesabove median are paid.Variable payAnnual incentivesLong-term incentives» Group Remco determines the discretionarybonus pool based on its assessment of annualcorporate performance» LTIS 2010/2018 are annual awards of JSE ordinaryshares; future vesting is linked to corporateperformance measured over three and four years» Individual discretionary bonus awards are linkedto seniority, individual performance andcontribution to corporate performance» Critical skills cash scheme is an annual cash awardup to 25% of the participant’s annual salary; futurevesting is linked to continued employment andperformancePerformance is rewarded as follows:» Group CEO receives a discretionary bonus cashaward of up to 200% of guaranteed pay based onGroup Remco performance assessment» Exco members receive discretionary bonus cashawards of up to 150% of guaranteed pay basedon performance as assessed by the Group CEOand subject to Group Remco oversight» Employees rated as ‘top performers’ receivediscretionary bonus cash awards of between16% and 50% of guaranteed pay» Employees rated as ‘meeting expectations’receive a discretionary bonus cash award ofapproximately one month’s guaranteed pay» All permanent employees can receive an award ofJSE Limited ordinary shares (known as bonus shares)based on Group Remco discretion (historically, nomore than 6% of the discretionary bonus pool)Not applicablePerformancehurdle» Fully discretionary based on Group Remcoassessment of annual corporate performance» LTIS 2010/2018: continued employment andachievement of corporate performance targets» Discretionary bonus pool is only awarded ifpre-set financial and strategic targets areachieved (see page 20)» Critical skills cash scheme: continued employment,JSE’s overall corporate performance and individualperformance9

REMUNERATION REPORT 2020Fixed payAnnual incentiv

value chain. The aim is to seek annuity revenue streams in growth segments adjacent to the JSE's core business, thereby derisking the top-line from a reliance on transactional, equity-trading revenues. 2 The JSE's remuneration philosophy is founded on enduring principles, which are applied consistently each year. This philosophy seeks to