OMNIA HOLDINGS LIMITED - Dealings in securities by directors, the company secretary and prescribed officers of the company

Dealings in securities by directors, the company secretary and prescribed officers of the company

OMNIA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1967/003680/06)
JSE code: OMN
ISIN: ZAE000005153
("Omnia" or the "Company")



DEALINGS IN SECURITIES BY DIRECTORS, THE COMPANY SECRETARY AND PRESCRIBED OFFICERS OF THE COMPANY


In compliance with paragraph 3.63 of the JSE Listings Requirements, shareholders are advised of the following
transactions in securities giving effect to Omnia’s award to certain directors, the company secretary and prescribed
officers of Performance Forfeitable Shares (the "awards") in terms of the Omnia 2020 Share Plan ("Plan").

The Plan requires that Omnia shares are purchased in the market and held in escrow by an independent third party
until no longer restricted and is not based on new share issuances or the use of treasury shares.

Although the awards were approved by the board of directors of Omnia on 21 February 2020, the transactions
giving effect to the awards were however delayed due to the JSE share dealing restrictions which ended with the
announcement of details of the potential disposal of Oro-Agri and the recent release of half year results.
Consequently, the Omnia shares required to satisfy the awards could only be purchased on the market after the
release of the interim results on 24 November 2020.

The Chief Executive Officer, Mr Seelan Gobalsamy, received restricted shares in lieu of salary, which are
matched with an award of 576 000 Omnia shares. In addition, Mr Gobalsamy has been awarded 864 000 shares
representing three years of annual long term incentive awards in terms of Company policy. Awards are subject
to performance conditions and will vest on the soonest practicable date after 31 March 2022. The Company-
related performance conditions governing the vesting will be measured over the 2020-2022 financial years and
are related to stabilising and rebuilding the Company’s performance. Omnia will not make further long-term
incentive awards to Mr Gobalsamy during the 2020-2022 financial periods and he is in addition required to
maintain a minimum shareholding in Omnia valued at twice his guaranteed annual remuneration.

The awards to the other directors, company secretary and prescribed officers detailed below will vest on the
soonest practicable date after 31 March 2023 and are subject to performance conditions.

Any dividends attributable to the awards will only accrue if and to the extent that the underlying awards vest.

Clearance to deal in terms of paragraph 3.66 of the JSE Listings Requirements has been granted to allow for
implementation of the awards.

Disclosure common to all awards of Performance Forfeitable Shares approved on 21 February 2020

Class of securities:                                  Ordinary shares
Clearance to deal received:                           Yes
Highest traded price on the market on 24 November     R46.40
2020:
Weighted average price per security:                  R45.95810
Lowest traded price on the market on 24 November      R44.70
2020:
Number of securities purchased on 24 November 2020:   764 710
Value of securities purchased on 24 November 2020:    R35 144 618.65
Price per security on 25 November 2020:               R48.00
Number of securities purchased on 25 November 2020:   500 000
Value of securities purchased on 25 November 2020:    R24 000 000.00
Price per security on 26 November 2020:               R49.85
Number of securities purchased on 26 November 2020:   486 208
Value of securities purchased on 26 November 2020:    R24 237 468.80
Award date:                                           26 November 2020

Name of director:                                     T Gobalsamy
Total number of securities:                           1 440 000
Total value of securities:                            R68 576 665.79
Nature of director's interest:                        Direct beneficial

Name of director:                                     S Serfontein
Total number of securities:                           120 000
Total value of securities:                            R5 714 723.51
Nature and extent of director's interest:             Direct beneficial

Name of company secretary:                            M Nana
Total number of securities:                           20 000
Total value of securities:                            R952 452.62
Nature and extent of director's interest:             Direct beneficial

Name of prescribed officer:                           J de Villiers
Total number of securities:                           50 000
Total value of securities:                            R2 381 133.50
Nature and extent of director's interest:             Direct beneficial

Name of prescribed officer:                           M Smith
Total number of securities:                           50 000
Total value of securities:                            R2 381 133.50
Nature and extent of director's interest:             Direct beneficial

Name of prescribed officer:                           L Dentlinger
Total number of securities:                           50 000
Total value of securities:                            R2 381 133.50
Nature and extent of director's interest:             Direct beneficial

30 November 2020


Sponsor
Java Capital
Date: 30-11-2020 03:52:00
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