Aurora Downstream Energy — Management & Organisation

The organisational design, the board and governance and the team build and capability underpinning Aurora Energy.

Aurora Downstream Energy Business PlanSection 11 › Management & Organisation

Section 11 · Business Plan

Management & Organisation

The organisational design, the board and governance and the team build and capability underpinning Aurora Energy.

11.1 Organisational design

Aurora Energy is organised around its core operating functions, with
a lean corporate centre and accountable line management for supply,
operations, commercial and finance. The structure is designed to scale
with the phased roll-out: a focused team in Phase 1 builds the platform
and anchor relationships, expanding into regional operating teams as the
network grows. Functional leadership reports to the Chief Executive
Officer, who is accountable to the board.

Table 16. Core leadership functions and
mandates

Function Mandate
Chief Executive Officer Strategy, stakeholder & investor relations, overall accountability
Chief Financial Officer Finance, treasury, working-capital & debt management, reporting, controls
Chief Operating Officer Storage, bottling, logistics, fleet and depot operations
Head of Supply & Trading Procurement, import logistics, inventory and price/FX risk management
Commercial Director Sales, key accounts, reseller network, marketing
HSE & Compliance Manager Safety, environmental and regulatory compliance
Head of People & Transformation Talent, training, B-BBEE and enterprise & supplier development

11.2 Board & governance

Aurora Energy will constitute a board with an independent-majority
composition appropriate to a regulated energy operator and to
development-finance expectations. The board will operate two standing
committees: an Audit & Risk Committee overseeing financial
reporting, internal controls, treasury and risk; and a Health, Safety
& Environment Committee overseeing the Company’s licence-to-operate.
Investor and DFI representation at board level will be accommodated
within the shareholders’ agreement, alongside customary reserved-matter
protections, information rights and reporting covenants.

Table 17. Governance framework

Element Approach
Board composition Independent-majority; investor/DFI representation; relevant sector expertise
Audit & Risk Committee Financial reporting, controls, treasury, risk register oversight
HSE Committee Safety, environmental and regulatory compliance oversight
Reporting IFRS financials, monthly management accounts, covenant compliance reporting
Shareholder protections Reserved matters, information rights, anti-dilution as agreed
Transformation B-BBEE ownership and ESD oversight, targeting Level 2 contributor status

11.3 Team build & capability

Execution depends on assembling a leadership team with proven
downstream energy, logistics and regulated-infrastructure experience.
The Company will prioritise hires with direct LPG and fuels operating
backgrounds, supply-and-trading expertise, and a demonstrable safety
track record. Headcount grows in step with the volume ramp — from a core
establishment team to regional operating teams — with structured
training and certification programmes underpinning both safety and the
empowerment commitments. Staff costs are modelled explicitly within
operating expenditure in the Financial Plan.

Analyst note — management is the key
variable

For a greenfield operator, management quality is decisive. Investors
should treat the calibre and completeness of the founding team —
particularly in supply/trading, operations and HSE — as a primary
diligence item. The plan assumes experienced sector hires are secured
ahead of commissioning; key-person risk and the recruitment timeline are
addressed in the risk register (Section 12).

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Aurora Downstream Energy (Pty) Ltd.