TIGER BRANDS LIMITED - Tiger Brands Limited 2013 Share Plan: Dealing in securities

Tiger Brands Limited 2013 Share Plan: Dealing in securities

TIGER BRANDS LIMITED
“Tiger Brands” or “the Company”
(Incorporated in the Republic of South Africa)
(Registration number 1944/017881/06)
Share code: TBS
ISIN: ZAE000071080


Tiger Brands Limited 2013 Share Plan: Dealing in securities


In compliance with paragraphs 3.63 – 3.74 of the Listings Requirements of JSE Limited (“the JSE”),
shareholders are advised that Tiger Brands Limited (“the Company”) has offered Performance
Vesting Share Appreciation Rights (“SARs”), Performance Vesting Shares (“PVS”) and Restricted
Shares to the following directors of the Company and directors of major subsidiaries of the Company
(“the Participants”), as set out below. The offers were accepted on 19 March 2015.

SARs are allocated at an allocation price equal to the volume weighted average price of a Tiger
Brands share on the JSE over the 10 trading days immediately prior to the Offer Date (“the Allocation
Price”). Provided that the performance criteria are met, one-third of the SARs allocation will vest on
each of the third, fourth and fifth anniversary dates of the Offer Date (in terms of the performance
criteria, the number of SARs vesting in relation to the full number allocated is progressively reduced if
Company financial performance targets are not met). The Participants may elect to delay exercise of
the SARs to some future date not exceeding the sixth anniversary of the Offer Date. The value of the
SARs which a Participant may exercise will be calculated with reference to the difference between the
closing price of a Tiger Brands share on the date on which a Participant exercises his SARs and the
Allocation Price. The Company, at its sole and absolute discretion, can decide to settle the value of
the SARs to the Participant in Tiger Brands shares or in cash.

PVS are conditionally awarded with the final number settled after three years from the Offer Date
dependent on the performance criteria set being met. The number of shares to be settled will range
from 0% to 300% of the conditional award. The determined number of PVS will be settled to the
Participant in shares or in cash, at the Company’s sole and absolute discretion.

Restricted Shares are granted on a basis linked to the receipt of an annual short-term incentive bonus
in respect of the financial year ended 30 September 2014. These shares vest after three years from
the Offer Date.

Name                  Position                            No. of SARs        No. of PVS
                                                           allocated          awarded
P B Matlare           Director                                   17,640             4,410
O Ighodaro            Director                                   11,800             2,540
C F H Vaux            Director                                    9,060             1,950
N P Doyle             Director of a major subsidiary             11,540             2,490
N Segoale             Director of a major subsidiary              7,080             1,290
N G Brimacombe        Director of a major subsidiary              8,890             1,920
A G Kirk              Director of a major subsidiary              8,260             1,780


Name                  Position                               No. of           Deemed
                                                           Restricted      value at grant
                                                            Shares             date
                                                            granted              R
O Ighodaro            Director                                    2,380       947,811.20
C F H Vaux            Director                                    1,850       736,744.00
N P Doyle             Director of a major subsidiary              2,320       923,916.80
N G Brimacombe        Director of a major subsidiary              1,810       720,814.40
A G Kirk              Director of a major subsidiary              1,690       673,025.60
The following are applicable to the above:

-   Class of underlying security to which rights   Ordinary shares
    attach
-   SARs Allocation Price per share                R385.33
-   PVS Award Price per share                      Rnil (not applicable)
-   Restricted Share Grant Price per share         Rnil (not applicable)
-   Nature of transaction                          Off-market allocation of SARs, PVS and
                                                   Restricted Shares
-   SARs vesting period                            One-third of allocation on each of the third, fourth
                                                   and fifth anniversary dates of the Offer Date
-   PVS vesting period                             Third anniversary of the Offer Date
-   Restricted Shares vesting period               Third anniversary of the Offer Date
-   Nature of interest                             Direct beneficial


In accordance with section 3.66 of the Listings Requirements the necessary clearance was obtained
to offer the abovementioned SARs, PVS and Restricted Shares.


Bryanston


Date:   20 March 2015


Sponsor
J.P. Morgan Equities South Africa Proprietary Limited

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