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Acceptance And Conversion Of Awards Under Kaap Agri’s Long-Term Incentive Plan
KAAP AGRI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2011/113185/06)
Share code: KAL
ISIN: ZAE000244711
(“Kaap Agri” or the "Company”)
ACCEPTANCE AND CONVERSION OF AWARDS UNDER KAAP AGRI’S LONG-TERM INCENTIVE PLAN
Shareholders are advised that the Company’s remuneration committee has approved the
conversion of Kaap Agri’s existing management share incentive scheme to a non-dilutionary
equity-settled long-term incentive plan (“LTIP”), in order to better align participants’ interests
with those of shareholders and to retain key management. The Kaap Agri 2022 remuneration
report, which is expected to be distributed to shareholders during December 2022, will provide
more detail on the operation of the LTIP.
In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information regarding the deemed acceptance of awards granted under the LTIP is
disclosed:
NAMES OF DIRECTORS S Walsh (1)
GW Sim (2)
DC Gempies (3)
HJ Smit (4)
T Sulaiman-Bray (5)
A Abeln (6)
COMPANIES OF WHICH DIRECTORS Kaap Agri (1) – (2)
Kaap Agri Bedryf Limited (1) – (6)
(a major subsidiary
of Kaap Agri)
STATUS: EXECUTIVE/NON-EXECUTIVE Executive (1) - (6)
TYPE AND CLASS OF SECURITIES Options awarded under the (1) - (6)
LTIP to acquire ordinary
shares
NATURE OF TRANSACTION Acceptance of award of (1) – (6)
options to acquire
ordinary shares in terms
of the LTIP
(off-market transaction)
DATE OF AWARD OF OPTIONS 29 September 2022 (1) – (6)
DATE OF ACCEPTANCE OF OPTIONS 29 September 2022 (1) – (6)
PRICE AT WHICH OPTIONS AWARDED Nil cost (1) – (6)
NUMBER OF OPTIONS ACCEPTED 532 462 (1)
253 842 (2)
151 770 (3)
150 436 (4)
123 898 (5)
112 373 (6)
DEEMED TOTAL RAND VALUE OF R20 377 320.74 (1)
OPTIONS ACCEPTED, BASED ON THE R 9 714 533.34 (2)
COMPANY’S CLOSING SHARE PRICE ON R 5 808 237.90 (3)
28 SEPTEMBER 2022 R 5 757 185.72 (4)
R 4 741 576.46 (5)
R 4 300 514.71 (6)
VESTING DATE OF OPTIONS Vesting in tranches of (1) – (6)
25% each on the later of:
• the 2nd, 3rd, 4th and 5th anniversary of
the date of award; and
• to the extent applicable, the date on
which the remuneration committee
determines that the performance
condition(s) has been met; and
• to the extent applicable, any other
conditions imposed have been satisfied
SETTLEMENT PERIOD Settlement in respect of (1) – (6)
the options to occur within
30 days of the applicable
vesting date
NATURE AND EXTENT OF INTEREST IN Direct, beneficial (1) – (6)
THE TRANSACTION
Shareholders are further advised that rights previously granted (“Granted Rights”) under the
Kaap Agri Equity Settled Management Share Incentive Scheme have migrated and been
converted to nil-cost options (“NCOs”) governed by the amended rules of the abovementioned
non-dilutionary LTIP, although the vesting dates and performance hurdles applicable to such
grants will remain in place for these converted NCOs. The acceptance of the Granted Rights,
which vest in tranches from 1 October 2022 to 1 October 2026, was announced on SENS at
the time of their initial granting. The number of NCOs following on such conversion are shown
below:
Director NCOs
S Walsh 199 480
GW Sim 85 122
DC Gempies 47 487
HJ Smit 44 257
T Sulaiman-Bray 37 431
Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings
Requirements.
Paarl
30 September 2022
Sponsor
PSG Capital
Date: 30-09-2022 11:30:00
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