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Acceptance of awards by the executive directors, prescribed officers and the company secretary

Published: 2023-12-06 15:00:18 ET
<<<  go to JSE:REM company page
 Remgro Limited
 (Incorporated in the Republic of South Africa)
 (Registration number 1968/006415/06)
 (ISIN: ZAE000026480)
 (JSE and A2X Share code: REM)
 ("Remgro")

 ACCEPTANCE OF AWARDS BY THE EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS AND THE
 COMPANY SECRETARY

 Ordinary shares with performance conditions under the Conditional Share Plan (“Performance CSPs”) and
 rights with performance conditions to ordinary shares under the Share Appreciation Rights Plan (“Performance
 SARs”) were granted to Executive Directors and Prescribed Officers and ordinary shares with retention
 conditions under the Retention Conditional Share Plan (“Retention CSPs”) were granted to the Company
 Secretary of Remgro on 5 December 2023 at a grant price of R145.17 per ordinary share and/or right,
 representing the 5-day volume weighted average price of a Remgro ordinary share up to 4 December 2023.
 The off-market acceptance of the Performance CSPs and Performance SARs by the Executive Directors and
 Prescribed Officers and the Retention CSPs by the Company Secretary occurred on 5 December 2023.

 Shareholders are advised of the following information relating to the 2023 awards and acceptance thereof:


EXECUTIVE DIRECTOR NUMBER                         NUMBER              DEEMED VALUE OF          NATURE
                   OF                             OF                  TRANSACTIONS             OF
                   PERFORMANCE                    PERFORMANCE                                  INTEREST
                   CSPs                           SARs


Mr J J Durand             267 790                 89 264             R51 833 529.18            Direct
                                                                                               beneficial

Mrs M Lubbe               59 503                  19 835             R11 517 497.46            Direct
                                                                                               beneficial

Mr N J Williams           91 200                  30 400             R17 652 672.00            Direct
                                                                                               beneficial



PRESCRIBED OFFICER         NUMBER                 NUMBER              DEEMED VALUE             NATURE
                           OF                     OF                  OF                       OF INTEREST
                           PERFORMANCE            PERFORMANCE         TRANSACTIONS
                           CSPs                   SARs

Mr P R Louw                58 806                 19 602             R11 382 489.36            Direct
                                                                                               beneficial

Mr P J Uys                 111 314                37 105             R21 545 986.23            Direct
                                                                                               beneficial
COMPANY SECRETARY                   NUMBER OF RETENTION               DEEMED VALUE             NATURE
                                           CSPs                       OF                       OF INTEREST
                                                                      TRANSACTION

Mrs D I Dreyer                                1 970                   R285 984.90              Direct
                                                                                               beneficial

 The purpose of the Performance CSPs, Performance SARs and the Retention CSPs is to incentivise, motivate
 and retain the appropriate caliber of employees by awarding employees with shares as remuneration and the
 opportunity to share in the success of Remgro. The granting of shares and rights to shares, are the only
 incentive opportunity for Executive Directors, Prescribed Officers and all other Remgro employees.
The vesting of the Performance CSPs, Performance SARs and the Retention CSPs will be subject to the
satisfaction of the Performance Conditions and/or Employment Conditions, where applicable, as determined
by the Remuneration and Nomination Committee (“Vesting Conditions”). The Performance Conditions
comprise the achievement of specific financial measures, which include Total Return, Growth in Free Cash
Flow, non-financial measures which include ESG & Company Strategic measures and Individual Performance
Conditions.

Provided that the Vesting Conditions have been met, the Performance CSPs, Performance SARs and
Retention CSPs will vest as follows:

      -     up to one third on or after the third anniversary of the date of grant, being 5 December 2026;
      -     up to two thirds on or after the fourth anniversary of the date of grant, being 5 December
            2027;
      -     the remaining portion on or after the fifth anniversary of the date of grant, being 5 December
            2028;
      -     all Performance SARs must be exercised by the seventh anniversary of the date of grant, being
            5 December 2030;
      -     on vesting of the Performance CSPs and Retention CSPs, dividend equivalents will be converted
            to additional shares.

Approval for the individual allocations has been given.

Stellenbosch
6 December 2023

Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)