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

Published: 2022-12-08 12:22:30 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 2022 at a
grant price of R141.64 per ordinary share and/or right, representing
the 5-day volume weighted average price of a Remgro ordinary share
up to 2 December 2022. 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 6 December 2022.

Shareholders are advised of the following information relating to
the 2022 awards and acceptance thereof:

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

Mr J J Durand    172 168       172 168        R 48 771 751.04 Direct
                                                              beneficial

Mrs M Lubbe      37 780        37 780         R 10 702 318.40 Direct
                                                              beneficial

Mr N J Williams 58 623         58 623         R 16 606 723.44 Direct
                                                              beneficial



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

Mr P R Louw      37 780        37 780         R 10 702 318.40 Direct
                                                              beneficial

Mr P J Uys       71 565        71 565         R 20 272 933.20 Direct
                                                              beneficial
COMPANY            NUMBER OF RETENTION CSPs   DEEMED VALUE     NATURE OF
SECRETARY                                     OF TRANSACTION   INTEREST

Mrs D I Dreyer     1 887                        R 267 274.68 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 executives 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 or Retention Conditions, where applicable, and the
Employment Conditions determined by the Remuneration and Nomination
Committee (“Vesting Conditions”). The Performance Conditions
comprise the achievement of certain Company financial measures,
which include Growth in Intrinsic Net Asset Value, Growth in Free
Cash Flow at the Centre, Environmental, Social & Governance measures
as well as non-financial 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 2025;
    -   up to two thirds on or after the fourth anniversary of
        the date of grant, being 5 December 2026;
    -   the remaining portion on or after the fifth anniversary of
        the date of grant, being 5 December 2027;
    -   all Performance SARs must be exercised by the seventh
        anniversary of the date of grant, being 5 December 2029;
    -   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
08 December 2022

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