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Notification of transactions by a PDMR
Anglo American plc
(Incorporated in England and Wales)
(Registration number: 3564138)
Registered office: 20 Carlton House Terrace, London, SW1Y 5AN
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
Notification of transactions by a PDMR
The Company received notification on 24 February 2017 of the following transactions in its Ordinary
Shares:
Conditional awards of Shares detailed below were made to Stephen Pearce at nil cost on 24 February
2017, on the terms of the Company’s Long Term Incentive Plan (‘LTIP’). Mr Pearce commenced
employment with the Anglo American Group, and as a member of its Group Management
Committee, on 30 January 2017. He will be appointed as Finance Director and join the Board of
Directors on 24 April 2017. In connection with Mr Pearce agreeing to become a Director of the
Company, it was agreed that certain buyout awards (‘Buyout Awards’) would be made to him as
compensation for incentives forfeited from his previous employer, Fortescue Metals Group
(‘Fortescue’), as set out in the announcement of Mr Pearce’s appointment on 23 September 2016.
The Buyout Awards have been approved by the Company’s Remuneration Committee
(‘Remuneration Committee’).
The share based Buyout Awards will vest subject to the satisfaction of performance conditions as
explained below and, as required by the Company’s Remuneration Policy, the vesting periods reflect
those of the original awards granted by Fortescue.
Share based Number of Shares Vesting date/end Holding period
Buyout Award of performance
period
First Buyout Award 80,773 June 2017* No
Second Buyout Award 203,692 June 2018 No
Third Buyout Award 97,770 March 2019 Subject to a further holding
period of two years starting
on vesting date
*Shares will be released following the publication of the relevant Fortescue financial results
The Buyout Awards will vest on the dates stated above, subject to the following performance
conditions.
- The First Buyout Award will vest to the same extent that the original Fortescue award, granted to
Mr Pearce in December 2014, would have vested. This will be determined by the Remuneration
Committee following publication of the relevant Fortescue financial statements.
- The Second Buyout Award will vest depending on the Company’s Total Shareholder Return (TSR)
achievement from 1 January 2017 to 30 June 2018, as follows:
- as to 50% of the Shares, 25% will vest if the Company’s TSR is equal to the median TSR of
the constituents of the FTSE 100, with 100% vesting if the Company’s TSR is equal to or
above the 80th percentile of the constituents of the FTSE 100; and
- as to the remaining 50% of the Shares, 25% will vest if the Company’s TSR is equal to that
of the Euromoney Global Mining Index, with 100% vesting if the Company’s TSR exceeds
that of the Euromoney Global Mining Index by 6% pa or more.
- The Third Buyout Award will vest subject to the ROCE- and TSR-based conditions applicable to
the awards granted to Executive Directors and other PDMRs under the LTIP in March 2016,
details of which can be found in the Company’s 2015 annual report and accounts. In line with the
terms of such awards, any Shares vesting pursuant to the Third Buyout Award will be subject to a
holding period of two years from vesting.
In addition to the share based Buyout Awards, which represent more than 90% of the total, a cash
Buyout Award of GBP300,000 is due to be made to Mr Pearce in September 2017, also as
compensation for incentives forfeited from Fortescue, subject to the Remuneration Committee’s
assessment of Mr Pearce’s performance to that date.
In accordance with Article 19 of the EU Market Abuse Regulation, the relevant FCA notification is set
out below.
1. Details of PDMR / person closely associated (PCA)
a) Name Stephen Pearce
2. Reason for the notification
a) Position / status Finance Director Designate (PDMR)
b) Initial notification / Initial notification
amendment
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or
auction monitor
a) Full name of the entity Anglo American plc
b) LEI 549300S9XF92D1X8ME43
4. Details of the transaction(s)
a) Description of the financial Anglo American plc Ordinary Shares of USD0.54945 each
instrument
Identification Code GB00B1XZS820
b) Nature of the transaction Conditional awards of Shares on the terms of the Anglo
American plc Long Term Incentive Plan, in compensation for
incentives forfeited from Mr Pearce’s previous employer,
Fortescue Metals Group, subject to performance conditions
determined by the Company’s Remuneration Committee
c) Currency GBP - British Pound
d) Price(s) and volume(s)
Price(s) Volume(s)
GBP0.00 80,773
GBP0.00 203,692
GBP0.00 97,770
e) Aggregated information
Aggregated volume 382,235
Price GBP0.00
f) Date of the transaction 2017-02-24
g) Place of the transaction London Stock Exchange – XLON
John Mills
Group Company Secretary
24 February 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 24/02/2017 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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