REMGRO LIMITED - Dealings in securities by directors and the company secretary

Dealings in securities by directors and the company secretary

 Remgro Limited
 (Incorporated in the Republic of South Africa)
 (Registration number 1968/006415/06)
 (ISIN: ZAE000026480)
 (Share code: REM)
 ("Remgro")

 DEALINGS IN SECURITIES BY DIRECTORS AND THE COMPANY SECRETARY

 As set out below, shares under the Conditional Share Plan (“CSP
 Shares”) and rights to ordinary shares under the Share Appreciation
 Rights Plan (“SARs”) were granted to executive directors and to the
 company secretary of Remgro on 5 December 2018 at a grant price of
 R205.0742 per ordinary share, representing the 5-day volume weighted
 average price of an ordinary share up to 4 December 2018. The off-
 market acceptance of the CSP Shares and SARs by executive directors
 and the company secretary occurred on 28 December 2018.



                   NUMBER OF     NUMBER OF     DEEMED VALUE
                 PERFORMANCE   PERFORMANCE               OF    NATURE OF
DIRECTOR          CSP SHARES          SARs     TRANSACTIONS     INTEREST

                                                                  Direct
Mr JJ Durand          87 135        87 135   R35 738 280.83   beneficial

                                                                  Direct
Mrs M Lubbe           14 648        14 648    R6 007 853.76   beneficial

                                                                  Direct
Mr NJ Williams        28 465        28 465   R11 674 874.21   Beneficial




COMPANY                            NUMBER      DEEMED VALUE    NATURE OF
SECRETARY         OF RETENTION CSP SHARES    OF TRANSACTION     INTEREST

                                                                  Direct
Ms DI Heynes                         907        R186 002.30   beneficial

 The purpose of the CSP Shares and/or SARs 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 Remgro through the award of Performance CSP Shares
 and/or Performance SARs and/or Retention 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 and Nomination Committee.
 The Performance Conditions comprise financial measures which include
Growth in Intrinsic Net Asset Value (INAV) and Growth in Free Cash
flow at the Centre as well as Non-financial Individual Performance
Conditions (“Vesting Conditions”).

On condition and to the extent that Vesting Conditions have been
met, the CSP Shares and/or SARs will vest as follows:

   -   up to one third on or after the third anniversary of the
       date of grant, being 5 December 2021;
   -   up to two thirds on or after the fourth anniversary of
       the date of grant, being 5 December 2022;
   -   all of the remaining CSP Shares and/or SARs will vest on
       or after the fifth anniversary of the date of grant, being
       5 December 2023;
   -   all SARs (where applicable) must be exercised by the seventh
       anniversary of the date of grant, being 5 December 2025;
   -   for vesting of the CSP Shares, dividend equivalents will be
       converted to additional shares.

Approval for the individual allocations has been given, and all
transactions occurred off-market.

Stellenbosch
28 December 2018

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

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