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Dealings in securities by Directors of ARM
African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
(“ARM” or “the Company”)
Dealings in securities by Directors of ARM
Equity settlement of Performance Shares
A. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements of
the JSE Limited (the Listings Requirements), the following information
is provided regarding the equity settlement of Performance Shares by
ARM to the undermentioned Directors of ARM. These awards were made in
terms of The African Rainbow Minerals Limited 2008 Share Plan and were
approved by the ARM’s Board of Directors on recommendation of the
Remuneration Committee. The calculation for the equity settlement of
these shares is based upon the closing ARM share price of R126.25 on
Friday, 12 October 2018.
Date of transaction 6 November 2018
Nature of transaction Equity settlement of Performance Shares
in terms of The African Rainbow Minerals
Limited 2008 Share Plan in off-market
transactions
Date of award 22 May 2015
Vesting date 15 October 2018
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Gross Value
Performance (before tax
Shares settled liability)
R
PT Motsepe Executive Chairman 165 373 20 878 341.25
MP Schmidt Chief Executive Officer 130 764 16 508 955.00
M Arnold Non-executive Director 78 169 9 868 836.25
HL Mkatshana Executive Director 43 392 5 478 240.00
J C Steenkamp Non-executive Director 81 003 10 226 628.75
AJ Wilkens Executive Director 81 003 10 226 628.75
The Board of Directors of ARM, on the recommendation of the
Remuneration Committee, granted the necessary authority to settle these
Performance Shares in terms of paragraph 3.66 of the Listings
Requirements.
Transfer of shares
B. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements,
the following information is provided regarding the election by the
Executive Chairman, Mr Patrice Motsepe, to transfer his shares acquired
by subscription as described in “A” above to African Rainbow Minerals &
Exploration Investments Proprietary Limited (“ARMI”). The shares of
ARMI are indirectly held and beneficially owned by trusts, which
trusts, with the exception of The Motsepe Foundation, hold those shares
for the benefit of Mr Patrice Motsepe and his immediate family. The
Motsepe Foundation applies the benefits emanating from its indirect
shareholding in ARMI for philanthropic purposes. The requisite
clearances and approvals for this transaction have been obtained in
compliance with the Securities Dealing Policies and Procedures of ARM.
Date of transaction 6 November 2018
Nature of transaction Transfer of shares to the Motsepe
Family Structure, off-market
Deemed price of securities Closing price of R126.25 on Friday,
transferred 12 October 2018
Class of securities Ordinary shares
Nature of interest Indirect, beneficial
Clearance to deal Yes
Name Designation Number of Total value
Ordinary shares (before tax
transferred liability) of
shares
transferred
R
PT Motsepe Executive Chairman 165 373 20 878 341.25
Deferred Bonus/Co-Investment Scheme
C. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements,
the following information is provided regarding the grant to and
acceptance by the undermentioned Director of ARM of the right to bonus
shares and performance shares in ARM. These awards are made in terms
of The African Rainbow Minerals Limited 2008 Share Plan and on
recommendation of the Remuneration Committee, approved by ARM’s Board
of Directors. The calculation of this grant and award is based upon
the volume weighted average price of the ARM shares for the 20 trading
days ended 5 November 2018, which was R127.92.
1. Bonus shares
Date of transaction 6 November 2018
Nature of transaction Grant and acceptance of bonus shares in
terms of The African Rainbow Minerals
Limited 2008 Share Plan in an off-
market transaction
Vesting date for settlement 7 November 2021
Class of securities Ordinary shares
Extent of interest Direct, beneficial
2. Performance shares
Date of transaction 6 November 2018
Nature of transaction Award and acceptance of performance
shares in terms of The African Rainbow
Minerals Limited 2008 Share Plan in an
off-market transaction
Vesting date for settlement 7 November 2021
Class of securities Ordinary shares
Extent of interest Direct, beneficial
Name Designation Number of Value
Bonus
Shares* R
PT Motsepe Executive Chairman 75 115 9 608 710.80
* The vesting of the Bonus shares is conditional on continued
employment with ARM and where applicable, the reasons for the cessation
of such employment.
Name Designation Number of Value
Performance
Shares* R
PT Motsepe Executive Chairman 75 115 9 608 710.80
* The vesting of the Performance shares is conditional on performance
criteria and continued employment with ARM and where applicable, the
reasons for the cessation of such employment.
The Board of Directors of ARM, on the recommendation of the
Remuneration Committee, granted the necessary authority to grant and
award these bonus shares and performance shares in terms of paragraph
3.66 of the Listings Requirements.
Sandton
8 November 2018
Sponsor to ARM:
Investec Bank Limited
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