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Dealings in Securities by a Director

Published: 2022-01-11 11:15:00 ET
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Italtile Limited (JSE:ITE) News - Dealings in Securities by a Director

ITALTILE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1955/000558/06)
Share code: ITE    ISIN: ZAE000099123
(“Italtile”)


DEALINGS IN SECURITIES BY A DIRECTOR


Further to the announcement released on SENS on 3 May 2021 wherein shareholders were advised that Mr
Jan Potgieter would retire as the Chief Executive Officer of Italtile with effect from 31 December 2021, but
would remain on the board of directors of Italtile as a non-executive director, shareholders are advised that in
terms of the Deed of Trust for the Italtile Retention Scheme Trust (“Trust Deed”), where the employment of a
salaried director terminates prior to the expiry of the Retention Period as a result of the occurrence of the
retirement of a Participant or a Participant becoming a non-executive director, such event shall constitute a
Good Leaver Trigger Event.

(Unless the context indicates otherwise, capitalised terms used herein shall bear the meaning ascribed thereto
in the Trust Deed.)

The provisions of the Trust Deed, inter alia:

- impose a mandatory obligation on the part of the Trustees to transfer, upon the occurrence of a Good
  Leaver Trigger Event such number of Trust Shares linked to the Units allocated to the Participant
  concerned as is equal to the number of Units being Redeemed, to such Participant;

- no consideration will be payable by the Participant to the Trust for the transfer of such Trust Shares to
  him; and

- entitle the Trustees to Sell a portion of the Trust Shares linked to Units held by a Participant through the
  market or otherwise in order to pay any amount that the Trustees are obliged to account for, withhold or
  deduct in respect of any Taxes arising from the relevant Redemption contemplated in the Trust Deed.

Accordingly, in compliance with paragraphs 3.63 to 3.74 (both inclusive) of the Listings Requirements of JSE
Limited (“JSE”), the following is disclosed:

Name of director:                             Mr Jan Potgieter

Company:                                      Italtile Limited

Clearance to deal obtained:                   Yes

Extent of director’s interest:                Direct beneficial

Date of transaction:                          6 January 2022

Nature of transaction:                        Off market transfer of 295 649* Trust Shares (ie. Italtile ordinary
                                              shares held by and registered in the name of the Italtile
                                              Retention Scheme Trust) under the Retention Scheme Trust to
                                              Mr Jan Potgieter at no consideration.

Number of Units being Redeemed:               533 333

Price per Trust Share:                        R16.64

Total value of Trust Shares transferred:      R4 919 599.36

*The balance of the Units being Redeemed, being 237 684 Trust Shares, were sold on-market on 5 January
2022 at a volume weighted average price of R16.8003 per share to settle the tax in respect of the transfer.

In terms of the above, a waiver from compliance with paragraph 3.69 of the Listings Requirements was
granted by the JSE pursuant to paragraph 3.70 thereof.


Johannesburg
11 January 2022

Sponsor
Merchantec Capital

Date: 11-01-2022 01:15:00
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