DISTELL GROUP HOLDINGS LIMITED - Dealings by directors and the company secretary

Dealings by 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")

DEALINGS BY DIRECTORS AND THE COMPANY SECRETARY

Executive directors and the company secretary of Distell have accepted
shares awarded under the Conditional Share Plan Scheme ("CSP Scheme")
23 April 2019 in respect of Distell ordinary shares at a grant price
of R129.44 per share, which is based on the 30-day volume weighted
average price of a Distell ordinary share to 18 April 2019.

                 NUMBER OF   DATE OF         DEEMED VALUE OF   NATURE OF
                 SHARES      ACCEPTANCE      TRANSACTION       INTEREST
DIRECTOR
                                                               
LC Verwey        25 392      14 May 2019     R3 286 740.48     Direct
                                                               beneficial
                                                           
RM Rushton       40 086      15 May 2019     R5 188 731.84     Direct
                                                               beneficial
COMPANY
SECRETARY

L Malan          7 824       15 May 2019     R1 012 738.56     Direct                                     
                                                               beneficial
                                                            
The purpose of the CSP Scheme 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 Distell
through the award of Performance CSP shares.

The vesting of the shares will be subject to the satisfaction of the
Performance Conditions, the Employment Condition and the Remaining
Conditions (if any) set by the Remuneration Committee. The Performance
Conditions comprise financial measures which include revenue growth,
EBITDA growth and Return on Invested Capital.

On condition that all vesting conditions have been met, the shares will
vest as follows:

-   up to one third on or after the third anniversary of the date
    of grant;
-   up to two thirds on or after the fourth anniversary of the date
    of grant; and
-   all of the shares will vest on or after the fifth anniversary
    of the date of grant.

Clearance for the above transactions has been obtained, and all
transactions were completed off-market.

Stellenbosch
16 May 2019

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

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