Dealings in securities by directors and the company secretary
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
(Share code: REM)
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
Mr JJ Durand 87 135 87 135 R35 738 280.83 beneficial
Mrs M Lubbe 14 648 14 648 R6 007 853.76 beneficial
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
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.
28 December 2018
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
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