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INVESTEC LIMITED - INL/INP/IVD - Transactions in Investec plc Ordinary Shares of GBP0.0002 each

Release Date: 03/06/2015 17:30
Code(s): INL INP     PDF:  
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INL/INP/IVD - Transactions in Investec plc Ordinary Shares of GBP0.0002 each

Investec Limited                                          Investec plc
Incorporated in the Republic of South Africa              Incorporated in England and Wales
Registration number 1925/002833/06                        Registration number 3633621
JSE share code: INL                                       LSE share code: INVP
NSX share code: IVD                                       JSE share code: INP
BSE share code: INVESTEC                                  ISIN: GB00B17BBQ50
ISIN: ZAE000081949

                                    (together “Investec”)

As part of the dual listed company structure, Investec plc and Investec Limited notify both the
London and Johannesburg Stock Exchanges of those interests (and changes to those
interests) of (i) directors of both entities and the respective company secretaries, (ii) persons
discharging managerial responsibilities (PDMRs) across the group, and (iii) in certain
instances the directors of major subsidiaries of Investec Limited, in the securities of Investec
plc and Investec Limited which are required to be disclosed under the Disclosure and
Transparency Rules of the United Kingdom Listing Authority (the “UKLA”) and/or the JSE
Listing Requirements.

Accordingly, we advise of the following changes to attributable interests in the ordinary shares
of Investec plc and Investec Limited:

TRANSACTIONS IN INVESTEC PLC ORDINARY SHARES OF GBP0.0002 EACH (THE
“INVESTEC PLC ORDINARY SHARES”)

1.   Executive Directors: interests in Investec plc Ordinary Shares

1.1 Award of forfeitable shares to S Koseff, B Kantor and GR Burger (together the
    “Executive Directors”)

     On 1 June 2015, Investec made forfeitable share awards in respect of ordinary shares in
     the capital of Investec plc for nil consideration pursuant to the Investec plc Executive
     Incentive Plan 2013 (the “Plan”). These forfeitable share awards vest as follows: 25% will
     vest immediately on award and are subject to a six month retention period, with the
     remaining forfeitable shares vesting in three equal tranches (each subject to a six month
     retention period) over a three year period from the date of award:

      Executive Director:                      Number of forfeitable shares:
      S Koseff                                 333,890
      B Kantor                                 333,890
      GR Burger                                300,501


1.2 Award of fixed allowance shares to the Executive Directors

     Each of the Executive Directors are to receive a contractual annual fixed allowance of £1
     million each, payable in shares (the “Fixed Allowance Shares”) and accordingly, on 1
     June 2015, Investec made the following share awards in respect of ordinary shares in
     the capital of Investec plc for nil consideration pursuant to the Plan.

     The awards will be subject to revised vesting periods which will be put to shareholders
     for approval at the annual general meetings of Investec plc and Investec Limited to be
     held on 6 August 2015. Subject to shareholder approval, these shares will vest on award
     and will be released in five equal tranches in each of the five years following the year of
     award, failing which the share awards will be subject to retention as follows: 75% subject
     to a four year retention period, with the remaining 25% retained to the fifth year following
     award.

      Executive Director:                      Number of Fixed Allowance Shares:
      S Koseff                                  166,945
      B Kantor                                  166,945
      GR Burger                                 166,945


1.3 Disposal of shares

     The above awards, to the extent they vest immediately, incur a tax liability. In order to
     settle this tax liability, B Kantor disposed of the following number of shares on 2 June
     2015:

                                             DTR3.1.4R(1)(a)
      Transaction notified in terms of:

      Security                               Investec plc ordinary shares of GBP0.0002 each

      Nature of transaction                  On market sale
      Number of shares                       121,135
      Volume weighted average selling        GBP5.86
      price
      Total value of transaction             GBP709,669.40
      Highest price                          GBP5.89
      Lowest price                           GBP5.82
      Nature of interest                     Direct beneficial
      Date and place of transaction          2 June 2015, London


1.4 Executive Directors’: resultant holdings

     Following the above transactions, the Executive Directors’ interests in the ordinary share
     capital of Investec plc are as follows:

      Executive Directors:                      Aggregate holding after these transactions:
      S Koseff                                  5,274,035
      B Kantor                                  832,657
      GR Burger                                 3,316,390

2.   PDMRs: interests in Investec plc Ordinary Shares

2.1 Award of forfeitable shares to a PDMR

     On 1 June 2015, Investec made forfeitable share awards in respect of ordinary shares in
     the capital of Investec plc for nil consideration pursuant to its Long Term Incentive Plan.

     These forfeitable share awards vest as follows: 25% will vest immediately on award and
     are subject to a six month retention period, with the remaining forfeitable shares vesting
     in three equal tranches (each subject to a six month retention period) over a three year
     period from the date of award:

      PDMR:                                     Number of forfeitable shares:
      David van der Walt                        100,167


2.2 Award of nil cost options in Investec plc ordinary shares to PDMRs

     On 1 June 2015, Investec made awards in respect of nil cost options in the capital of
     Investec plc for nil consideration pursuant to its Long Term Incentive Plan (“LTIP”). In
     terms of the LTIP plan rules, 75% of the options are exercisable on 1 June 2019 and the
     remaining 25% of the options are exercisable on 1 June 2020, on condition that the
     participant is still employed by Investec. The awards are in accordance with the
     determination of the Remuneration Committee and with the rules of the LTIP plan.

     In accordance with Disclosure and Transparency Rules (“DTR”) 3.1.4R (1) (a), Investec
     plc advises of the following changes to the interests in Investec shares by PDMRs

      PDMR:                                          Number of options awarded:
      Stephen Elliott                                125,000
      David van der Walt*                            125,000
      Ciaran Whelan*                                 125,000

     * David van der Walt and Ciaran Whelan are both classified as Remuneration Code Staff
     for the purposes of the FCA and PRAs’ Remuneration Code. Accordingly, their awards
     are subject to performance conditions and the following vesting schedule: 75% on 1
     November 2018 and 25% on 1 November 2019, both vestings subject to six month
     retention period.


2.3 Award of nil cost options in Investec plc ordinary shares to Company Secretary

     In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the
     following changes to attributable interests in Investec plc by the Company Secretary:

      Company Secretary:                             Number of options awarded:
      David Miller                                   15,000


2.4 Disposal of shares by a PDMR

     The forfeitable shares which vest immediately on award incur a tax liability. In order to
     settle this liability, D van der Walt disposed of the following number of forfeitable shares
     on 1 June 2015:

      Transaction notified in terms of:              DTR3.1.4R(1)(a)

      Security                                       Investec plc ordinary shares of
                                                     GBP0.0002 each
      Nature of transaction                          On market sale
      Number of shares                               30,808
      Volume weighted average selling price          GBP5.91
      Total value of transaction                     GBP182,192.35
      Highest price                                  GBP5.93
      Lowest price                                   GBP5.89
      Nature of interest                             Direct beneficial
      Date and place of transaction                  1 June 2015, London


3.   TRANSACTIONS IN INVESTEC LIMITED ORDINARY SHARES OF ZAR0.0002 EACH
     (the “INVESTEC LIMITED ORDINARY SHARES”)

3.1 Award of nil cost options in Investec Limited ordinary shares to PDMRs

     On 1 June 2015, Investec made awards in respect of nil cost options in the capital of
     Investec Limited for nil consideration pursuant to its Long Term Incentive Plan (“LTIP”).
     In terms of the LTIP plan rules, 75% of the options are exercisable on 1 June 2019 and
     the remaining 25% of the options are exercisable on 1 June 2020, on condition that the
     participant is still employed by Investec. The awards are in accordance with the
     determination of the Remuneration Committee and with the rules of the LTIP plan.
    In accordance with Disclosure and Transparency Rules (“DTR”) 3.1.4R (1) (a) Investec
    plc advises of the following transactions by PDMRs:

     PDMR                                         Number of options awarded:
     Marc Kahn                                    100,000
     Andrew Leith                                 125,000
     Raymond van Niekerk                          80,000
     Richard Wainwright                           125,000

3.2 Award of nil cost options in Investec Limited ordinary shares to Company Secretary

    In compliance with Rules 3.63 - 3.74 of the JSE Listing Requirements, we advise of the
    following changes to attributable interests in Investec Limited by the Company Secretary:

     Company Secretary:                           Number of options awarded:
     Niki van Wyk                                 15,000

Johannesburg and London

3 June 2015

Sponsor:
Investec Bank Limited

Date: 03/06/2015 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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