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)