DISTELL GROUP HOLDINGS LIMITED - Delivery of shares pursuant to vesting of conditional share awards granted to directors and the company secretary

Delivery of shares pursuant to vesting of conditional share awards granted to directors and the company secretary

DISTELL GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/394974/06)
Share Code: DGH
ISIN: ZAE000248811
(“Distell”)

DELIVERY OF SHARES PURSUANT TO VESTING OF CONDITIONAL SHARE AWARDS
GRANTED TO DIRECTORS AND THE COMPANY SECRETARY

Executive directors, executive management and the company
secretary of Distell have traded the first tranche of the 2017
Conditional Share Plan shares which vested on 07 November 2020.

The vesting of the shares was subject to the satisfaction of
historical Performance Conditions and the Employment Condition set
by the Remuneration Committee. The Performance Conditions comprise
financial measures which include revenue growth, earnings before
interest depreciation and amortization (EBITDA) growth and Return
on Invested Capital target.

The executive directors, the company secretary and some members of
executive management elected to transfer all vested shares and pay
the related income taxation from personal funds to ensure the
maximum exposure currently available in the share scheme are owned
to align company performance with shareholders’ interest.

In compliance with the JSE Limited Listings Requirements, the
following information is disclosed:

Director                           :   RM Rushton
Company                            :   Distell Group Holdings
                                       Limited
Date of award                      :   08 November 2017
Vesting period                     :   3 years from date of award
Date of vesting                    :   07 November 2020
Percentage of awards vested
Annual award                       :   52.2%
Retention award                    :   53.3%
Outperformance award               :   12.8%
Date of transaction                :   09 November 2020
Nature of transaction              :   Off-market delivery of
                                       shares pursuant to the
                                       vesting of conditional share
                                       awards in terms of the
                                       Distell Conditional Share
                                       Plan
Number of securities               :   39 282
Class of securities                :   Ordinary shares
Selling price per ordinary share   :   R94.50 per share
Total value of transaction         :   R3 712 149.00
Nature of interest                 :   Direct beneficial
Clearance obtained                 :   Yes

Director                           :   LC Verwey
Company                            :   Distell Group Holdings
                                       Limited
Date of award                      :   08 November 2017
Vesting period                     :   3 years from date of award
Date of vesting                    :   07 November 2020
Percentage of awards vested
Annual award                       :   52.2%
Retention award                    :   53.3%
Outperformance award               :   12.8%
Date of transaction                :   09 November 2020
Nature of transaction              :   Off-market delivery of
                                       shares pursuant to the
                                       vesting of conditional share
                                       awards in terms of the
                                       Distell Conditional Share
                                       Plan
Number of securities               :   18 079
Class of securities                :   Ordinary shares
Selling price per ordinary share   :   R94.50 per share
Total value of transaction         :   R1 708 465.50
Nature of interest                 :   Direct beneficial
Clearance obtained                 :   Yes

Company Secretary                  :   L Malan
Company                            :   Distell Group Holdings
                                       Limited
Date of award                      :   08 November 2017
Vesting period                     :   3 years from date of award
Date of vesting                    :   07 November 2020
Percentage of awards vested
Annual award                       :   52.2%
Retention award                    :   53.3%
Outperformance award               :   12.8%
Date of transaction                :   09 November 2020
Nature of transaction              :   Off-market delivery of
                                       shares pursuant to the
                                       vesting of conditional share
                                       awards in terms of the
                                       Distell Conditional Share
                                       Plan
Number of securities               :   3 450
Class of securities                :   Ordinary shares
Selling price per ordinary share   :   R94.50 per share
Total value of transaction         :   R326 025.00
Nature of interest                 :   Direct beneficial
Clearance obtained                 :   Yes

Executive management retained a net total of 57 721 shares bringing
the total number of shares owned by top management, including the
Chief Executive Officer & Chief Financial Officer, to 115 082 shares.

Stellenbosch
11 November 2020

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

Date: 11-11-2020 09:05:00
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