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

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

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 2023 at a grant price of R145.17 per ordinary share and/or right,
representing the 5-day volume weighted average price of a Remgro ordinary share up to 4 December 2023.
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 5 December 2023.

Shareholders are advised of the following information relating to the 2023 awards and acceptance thereof:

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

Mr J J Durand           267 790              89 264             R51 833 529.18           Direct
                                                                                         beneficial
Mrs M Lubbe             59 503               19 835             R11 517 497.46           Direct
                                                                                         beneficial
Mr N J Williams         91 200               30 400             R17 652 672.00           Direct
                                                                                         beneficial

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

Mr P R Louw             58 806               19 602             R11 382 489.36           Direct
                                                                                         beneficial
Mr P J Uys              111 314              37 105             R21 545 986.23           Direct
                                                                                         beneficial

COMPANY SECRETARY           NUMBER OF RETENTION                 DEEMED VALUE             NATURE
                                    CSPs                        OF                       OF INTEREST
                                                                TRANSACTION
Mrs D I Dreyer                     1 970                        R285 984.90              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 Executive Directors, Prescribed Officers 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 and/or Employment Conditions, where applicable, as determined
by the Remuneration and Nomination Committee ("Vesting Conditions"). The Performance Conditions
comprise the achievement of specific financial measures, which include Total Return, Growth in Free Cash
Flow, non-financial measures which include ESG & Company Strategic measures and 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 2026;
      -     up to two thirds on or after the fourth anniversary of the date of grant, being 5 December
            2027;
      -     the remaining portion on or after the fifth anniversary of the date of grant, being 5 December
            2028;
      -     all Performance SARs must be exercised by the seventh anniversary of the date of grant, being
            5 December 2030;
      -     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
6 December 2023

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

Date: 06-12-2023 02:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.