MOTUS HOLDINGS LIMITED - Clarification Announcement - Dealings in Securities by Directors

Clarification Announcement - Dealings in Securities by Directors

MOTUS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2017/451730/06)
Share code: MTH   ISIN: ZAE000261913
(“the Group” or “the Company”)


CLARIFICATION ANNOUNCEMENT - DEALINGS IN SECURITIES BY DIRECTORS


Shareholders are referred to the ‘Vesting of Shares and Awards in terms of the Motus Holdings Share Incentive
Scheme’ and the ‘Dealings in Securities by Directors and Prescribed Officers’ announcements released on
SENS on 20 September 2022 and 28 September 2022, respectively. This announcement is published in order
to provide context to shareholders regarding the sale of shares by directors as disclosed in the announcement
dated 28 September 2022.

In terms of the remuneration policy of the Group, any senior employee with significant managerial or other
responsibility, including any director holding salaried employment or office in the Group (participant), is eligible
to participate in long term incentive (“LTI”) schemes. An LTI scheme participant becomes entitled to shares in
the Company after confirmation by the board of directors (“Board”) that the performance conditions and all
other conditions have been fulfilled as set out in grant letters. Pursuant to the November 2018 and September
2019 grant letters, on 15 September 2022 the LTIs vested, as approved by the Board.

Following vesting of the LTI awards, the Company is required, within 30 (thirty) days of each vesting date, to
procure the delivery of the shares that have vested to the participant’s account. The participant may elect to
have all or part of the shares sold on his/her behalf to settle the tax obligations and to take delivery of the net
resulting shares. The announcement dated 28 September 2022 reflects the shares sold by executive directors
to settle their tax obligations arising from the vesting of their LTI awards, as detailed in the announcement dated
20 September 2022. In order to ensure fairness to all LTI participants, the consolidated sale of shares was
undertaken by an independent third party and was completed over a period of seven days from vesting. The
table below reflects the change in directors’ interests from 30 June 2022 to date. The current shareholding is in
excess on the minimum number of shares required to be held by the directors in terms of the remuneration
policy of the Group.

Summary of movement in directors’ direct and indirect shareholdings in Motus Holdings Limited

                                                    Shares
                                                   awarded              Shares     Directors’ direct             Shares
                       Directors’ direct         following      disposed of to          and indirect      disposed as %
                            and indirect    vesting of LTI          settle tax       shareholding as          of shares
                         shareholding as         awards 15        liability on                    at         awarded to
                              at 30 June         September      vesting of LTI          29 September      settle income
                                    2022              2022       scheme shares                  2022      tax liability

 Osman Arbee                     138 393           366 557           (175 912)               329 038              48.0%
 Ockert Janse van
 Rensburg                        140 911           201 010            (96 468)               245 453              48.0%
 Kerry Cassel                     16 597           157 590            (75 630)                98 557              48.0%
 

Bedfordview
29 September 2022

Sponsor
Merchantec Capital

Date: 29-09-2022 02:04:00
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