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Vesting and Settlement: Long Term Incentive Plan and Management Incentive Plan

Published: 2022-10-21 17:18:35 ET
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AVENG LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1944/018119/06)
ISIN: ZAE000302618
SHARE CODE: AEG
("Aveng" or "the Company")


 VESTING AND SETTLEMENT: LONG TERM INCENTIVE PLAN (LTIP) AND MANAGEMENT INCENTIVE
 PLAN (MIP)


Dealings in securities by directors, prescribed officers and company secretary of the Group, and directors of
major subsidiaries.
Following the implementation of the Aveng Management Incentive Plan 2021 (“MIP”) and the Long-Term
Incentive Plan 2022 (“LTIP”), participants were awarded shares in the respective schemes. Where awards
initially vested, MIP2021 participants held the shares in full and personally settled the tax obligations. In addition,
all MIP participants followed their rights in full in the rights offer of 2021.
Further shares have now vested following the 30 June 2022 year end and in line with common practice in South
Africa, the South African based MIP participants have disposed of a portion of their vesting in order to meet tax
obligations. Foreign MIP participants have a different tax treatment and have not disposed of their vested shares.
In compliance with paragraphs 3.63 to 3.74 and paragraphs 6.42 to 6.53 of the JSE Limited Listings
Requirements, shareholders are advised of the following information relating to dealing in securities by directors,
prescribed officers and the company secretary of the Group, and directors of major subsidiaries.
The directors and prescribed officers of the Group and directors of major subsidiaries have all elected to hold
their vested shares, net of tax settlement. The automatic vesting (“vesting”) and subsequent sale for tax
transactions (“sale”), where applicable, occurred in terms of the MIP and the LTIP. All vesting and deliveries of
awards occurred off-market and all sale transactions occurred on-market following vesting. Collectively, all the
MIP participants increase their beneficial holding from 1,57% to 3,35%.



Vesting of the MIP2021 Shares:
Name of director                                   :   Sean Flanagan
Company                                            :   Aveng Limited
Position                                           :   Group Chief Executive Officer
Date MIP granted (Offer Date)                      :   15 March 2021
No of ordinary shares vested                       :   912 830 shares
Date of vesting                                    :   5 October 2022
Date of settlement                                 :   18 October 2022
Nature of transaction                              :   Settlement of MIP grant in terms of the MIP rules and
                                                       on-market sale of shares to settle the income tax.
Share price                                            VWAP R14,52 per share
Number of shares sold to settle income tax     :       410 774
Value of sale transaction                      :       R 5 964 431
Lowest price per security                      :       R13.90
Highest price per security                     :       R14.93
Nature of interest                             :       Direct beneficial
Mr Flanagan’s beneficial holding increases from 0,60% to 1,00%.

Name of director                                   :        Adrian Macartney
Company                                            :        Aveng Limited
Position                                           :        Group Chief Financial Officer and Financial Director
Date MIP granted (Offer Date)                      :        15 March 2021
No of ordinary shares vested                   :       912 830 shares
Date of vesting                                :       5 October 2022
Date of settlement                             :       18 October 2022
Nature of transaction                          :       Settlement of MIP grant in terms of the MIP rules and
                                                       on-market sale of shares to settle the income tax.
Share price                                    :       VWAP R14,52 per share
Number of shares sold to settle income tax     :       410 774
Value of sale transaction                      :       R 5 964 431

Lowest price per security                      :      R13.90
Highest price per security                     :      R14.93
Nature of interest                             :      Direct beneficial
Mr Macartney’s beneficial holding increases from 0,60% to 1,01%.

Name of prescribed officer                     :      Liesl Tweedie
Company                                        :      Aveng Limited
Position                                       :      Group Finance Executive
Date MIP granted (Offer date)                  :      15 March 2021
No of ordinary shares vested                   :      121 710 shares
Date of vesting                                :      5 October 2022
Date of settlement                             :      18 October 2022
Nature of transaction                          :      Settlement of MIP grant in terms of the MIP rules and
                                                      on-market sale of shares to settle the income tax
Share price                                    :      VWAP R14,52 per share
Number of shares sold to settle income tax:    :      54 770
Value of sale transaction                      :      R795 260
Lowest price per security                      :      R13.90
Highest price per security                     :      R14.93
Nature of interest                             :      Direct beneficial
Ms Tweedie’s beneficial holding increases from 0,08% to 0,13%.

Name of prescribed officer                     :      Jerome Govender
Company                                        :      Aveng Limited
Position                                       :      Chief Executive Officer of Moolmans
Date MIP granted (Offer date)                  :      15 March 2021
No of ordinary shares vested                   :      302 389
Date of vesting                                :      5 October 2022
Date of settlement                             :      18 October 2022
Nature of sale transaction                     :      Settlement of MIP grant in terms of the MIP rules and
                                                      on-market sale of shares to settle the income tax
Share price                                    :      VWAP R14,52 per share
Number of shares sold to settle income tax     :      136 075
Value of sale Transaction                      :      R1 975 809
Lowest price per security                      :      R13.90
Highest price per security                     :      R14.93
Nature of interest                             :      Direct beneficial
Mr Govender’s beneficial holding increases from 0,06% to 0,19%.

Name of prescribed officer                     :       Reginald Engelbrecht
Company                                        :       Aveng Limited
Position                                       :       Chief Financial Officer of Moolmans
Date MIP granted (Offer date)                  :       15 March 2021
No of ordinary shares vested                  :        151 194
Date of vesting                               :        5 October 2022
Date of settlement                            :        18 October 2022
Nature of sale transaction                    :        Settlement of MIP grant in terms of the MIP rules and
                                                       on-market sale of shares to settle the income tax
Share price                                     :      VWAP R14,52 per share
Number of shares sold to settle income tax      :      68 040 shares
Value of sale transaction                       :      R987 940.80
Lowest price per security                       :      R13.90
Highest price per security                      :      R14.93
Nature of interest                              :      Direct beneficial
Mr Engelbrecht’s beneficial holding increases from 0,03% to 0,10%.

Name of prescribed officer                    :       Scott Cummins
Company                                       :       Aveng Limited
Position                                      :       Chief Executive Officer of McConnell Dowell
Date MIP granted (Offer date)                 :       15 March 2021
Date of vesting                               :       5 October 2022
Nature of transaction                         :       Automatic vesting of 604 779 shares in the Aveng
                                                      MIP2021.
Number of shares received                     :       604 779 shares
Vesting price per share                       :       R14.52
Deemed value at vesting date:                 :       R8 781 391
Nature of Interest                            :       Direct beneficial
Mr Cummins’ beneficial holding increases from 0,12% to 0,60%.

Name of prescribed officer                    :        Dale Morrison
Company                                       :        Aveng Limited
Position                                      :        Chief Financial Officer of McConnell Dowell
Date MIP granted (Offer date)                 :        15 March 2021
Date of vesting                               :        18 October 2022
Nature of transaction                         :        Automatic vesting of 302 389 shares in the Aveng
                                                       MIP2021.
Number of shares received                       :      302 389 shares
Vesting price per share                         :      R14.52
Deemed value at vesting date                    :      R4 390 688
Nature of Interest                              :      Direct beneficial
Mr Morrison’s beneficial holding increases from 0,08% to 0,32%.

Vesting of the LTIP2022 Shares:
Name                                          :       Edinah Mandizha
Company                                       :       Aveng Limited
Position                                      :       Company Secretary
Date LTIP granted (Offer date)                :       20 May 2022
No of shares vested                           :       3 814
Date of vesting                               :       5 October 2022
Date of settlement                            :       18 October 2022
Nature of transaction                         :       Automatic vesting and exercise of 3 814 shares in the
                                                      Aveng LTIP2022.
Number of shares sold:                        :       3 814 shares
Share price                                   :       VWAP R14,52 per share
Lowest price per security                     :       R13.90
Highest price per security                   :       R14.93
Value of shares sold                         :       R 55 379
Nature of Interest                           :       Direct beneficial

The necessary clearance in terms of paragraph 3.66 of the JSE Listings Requirements has been obtained.

21 October 2022
Melrose Arch


JSE Sponsor
Investec Bank Limited

Itumeleng Lepere
Stakeholder Engagement Lead
Tel: 011 779 2800
Email: investor.relations@avenggroup.com