REMGRO LIMITED - Dealings in securities by executive directors, prescribed officers and the company secretary

Dealings in securities by executive directors, prescribed officers 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 EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS
AND THE COMPANY SECRETARY

Shares with performance conditions under the Conditional Share Plan
(“Performance CSPs”) and rights with performance conditions to
ordinary shares under the Share Appreciation Rights Plan (“Performance
SARs”) were granted to executive directors and prescribed officers
and Retention Conditional Share Plan Shares (“Retention CSPs”) were
granted to the company secretary of Remgro on 5 December 2021 at a
grant price of R126.99 per ordinary share and/or right, representing
the 5-day volume weighted average price of a Remgro ordinary share up
to 3 December 2021. The off-market acceptance of the Performance CSPs
and Performance SARs by the executive directors and prescribed
officers and the Retention CSPs by the company secretary occurred on
7 December 2021.

Shareholders are advised of the following information relating to the
2021 award and acceptance of Performance CSPs, Performance SARs and
Retention CSPs:

DIRECTOR          NUMBER OF     NUMBER OF     DEEMED VALUE OF   NATURE OF
                  PERFORMANCE   PERFORMANCE   TRANSACTIONS      INTEREST
                  CSPs          SARs

Mr J J Durand     181 379       181 379       R46 066 638.42    Direct
                                                                beneficial

Mrs M Lubbe       35 796        35 796        R9 091 468.08     Direct
                                                                beneficial

Mr N J Williams   55 568        55 568        R14 113 160.64    Direct
                                                                beneficial

PRESCRIBED        NUMBER OF     NUMBER OF     DEEMED VALUE OF   NATURE OF
OFFICER           PERFORMANCE   PERFORMANCE   TRANSACTIONS      INTEREST
                  CSPs          SARs

Mr P R Louw       35 796        35 796        R9 091 468.08     Direct
                                                                beneficial

Mr P J Uys        67 853        67 853        R17 233 304.94    Direct
                                                                beneficial

COMPANY           NUMBER OF RETENTION CSPs    DEEMED VALUE OF   NATURE OF
SECRETARY                                     TRANSACTION       INTEREST

Mrs DI Dreyer     1 982                       R251 694.18       Direct
                                                                beneficial

The purpose of the Performance CSPs and Performance SARs or the
Retention CSPs 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 CSPs and Performance SARs or
Retention CSPs. The granting of shares and rights to shares, are the
only incentive opportunity for executives and all other Remgro
employees.

The vesting of the Performance CSPs and Performance SARs or the
Retention CSPs will be subject to the satisfaction of the Performance
Conditions or Retention Conditions, where applicable, and the
Employment Conditions determined by the Remuneration and Nomination
Committee (“Vesting Conditions”). The Performance Conditions comprise
the achievement of certain Company financial measures, which include
Growth in Intrinsic Net Asset Value (INAV), Growth in Free Cash flow
at the Centre (FcF), Environmental, Social & Governance (ESG) measures
as well as non-financial Individual Performance Conditions.

Provided that the Vesting Conditions have been met, the Performance
CSPs and Performance SARs or Retention CSPs will vest as follows:

     -      up to one third on or after the third anniversary of the
            date of grant, being 5 December 2024;
     -      up to two thirds on or after the fourth anniversary of
            the date of grant, being 5 December 2025;
     -      all of the remaining Performance CSP s and Performance
            SARs or the Retention CSPs will vest on or after the fifth
            anniversary of the date of grant, being 5 December 2026;
     -      all Performance SARs must be exercised by the seventh
            anniversary of the date of grant, being 5 December 2028;
     -      on vesting of the Performance CSPs and Retention CSPs,
            dividend equivalents will be converted to additional shares.

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

Shareholders are further advised of the following information relating
to the dealing in securities by the company secretary of Remgro,
pursuant to the vesting of Retention CSPs:

The following ordinary shares, which vested on 5 December 2021, in
respect of Retention CSPs that were allocated to the company secretary
on 5 December 2018, subject to retention conditions, were subsequently
sold on 6 December 2021, on-market, at a price of R126.7843 per share:

 Name of company secretary      :   DI Dreyer
 Number of shares vested        :   443
 Number of shares sold          :   443
 Value of transaction           :   R56 165.44
 Class of security              :   Ordinary shares
 Nature of interest             :   Direct beneficial
 Clearance obtained             :   Yes

Stellenbosch
07 December 2021

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

Date: 07-12-2021 03:40:00
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