Dealings in securities by 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" or "the company") DEALINGS IN SECURITIES BY DIRECTORS, PRESCRIBED OFFICERS AND THE COMPANY SECRETARY 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, prescribed officers and to the company secretary of Remgro on 5 December 2020 at a grant price of R93.82 per ordinary share, representing the 5-day volume weighted average price of an ordinary share up to 4 December 2020. The off- market acceptance of the CSP Shares, SARS and Special Retention CSP Shares (the terms of which are detailed below) by executive directors, prescribed officers and the company secretary occurred on 17 and 18 December 2020. Shareholders are advised of the following information relating to the 2019 award and acceptance of CSP Shares and SARs: DIRECTOR NUMBER NUMBER DEEMED VALUE NATURE OF OF OF OF PERFORMANCE PERFORMANCE TRANSACTIONS INTEREST CSP SHARES SARs Mr J J Durand 235 427 235 427 R44 175 522.28 Direct beneficial Mrs M Lubbe 39 078 39 078 R7 332 595.92 Direct beneficial Mr N J Williams 72 103 72 103 R13 529 406.92 Direct beneficial PRESCRIBED NUMBER NUMBER DEEMED VALUE NATURE OFFICER OF OF OF OF PERFORMANCE PERFORMANCE TRANSACTIONS INTEREST CSP SHARES SARs Mr P R Louw 46 428 46 428 R8 711 749.92 Direct beneficial Mr P J Uys 88 088 88 088 R16 528 832.32 Direct beneficial COMPANY NUMBER OF RETENTION CSP DEEMED VALUE OF NATURE OF SECRETARY SHARES TRANSACTION INTEREST Mrs D I Dreyer 2 111 R198 054.02 Direct beneficial Shareholders are advised of the following information relating to the 2020 award and acceptance of CSP Shares and SARs: DIRECTOR NUMBER NUMBER DEEMED VALUE OF NATURE OF OF TRANSACTIONS OF PERFORMANCE PERFORMANCE INTEREST CSP SHARES SARs Mr J J Durand 235 454 235 454 R44 180 588.56 Direct beneficial Mrs M Lubbe 46 448 46 448 R8 715 502.72 Direct beneficial Mr N J Williams 72 124 72 124 R13 533 347.36 Direct beneficial PRESCRIBED NUMBER NUMBER DEEMED VALUE NATURE OFFICER OF OF OF OF PERFORMANCE PERFORMANCE TRANSACTIONS INTEREST CSP SHARES SARs Mr P R Louw 46 448 46 448 R8 715 502.72 Direct beneficial Mr P J Uys 88 108 88 108 R16 532 585.12 Direct beneficial COMPANY NUMBER OF RETENTION CSP DEEMED VALUE NATURE OF SECRETARY SHARES OF TRANSACTION INTEREST Mrs D I Dreyer 2 115 R198 429.30 Direct beneficial Note on Performance CSP Shares and -SARs and Retention CSP Shares: The prohibited period arising from the RMH unbundling corporate action, restricted the company to issue awards in 2019. The awards reflected in the tables above are annual awards (in terms of the rules of the respective plans) relating to both 2019 and 2020 thus reflecting the deemed value of two years of awards. 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 granting of shares and rights to shares, are the only incentive opportunity for executives and all other Remgro employees. The vesting of the CSP Shares and/or SARs will be subject to the satisfaction of the Performance Conditions and the Employment Condition 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) and Growth in Free Cash flow at the Centre as well as non-financial Individual Performance Conditions. Provided that the 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 2023 (2022 for the award related to 2019); - up to two thirds on or after the fourth anniversary of the date of grant, being 5 December 2024 (2023 for the award related to 2019); - 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 2025 (2024 for the award related to 2019); - all SARs (where applicable) must be exercised by the seventh anniversary of the date of grant, being 5 December 2027 (2026 for the award related to 2019); - on vesting of the CSP Shares, dividend equivalents will be converted to additional shares. Shareholders are advised of the following information relating to the 2020 award and acceptance of Special Retention CSP Shares: DIRECTOR NUMBER OF SPECIAL DEEMED VALUE OF NATURE OF RETENTION CSP SHARES TRANSACTIONS INTEREST Mr J J Durand 95 672 R8 975 947.04 Direct beneficial Mrs M Lubbe 4 924 R461 969.68 Direct beneficial Mr N J Williams 28 887 R2 710 178.34 Direct beneficial PRESCRIBED NUMBER OF SPECIAL DEEMED VALUE OF NATURE OF OFFICER RETENTION CSP SHARES TRANSACTION INTEREST Mr P R Louw 7 988 R749 434.16 Direct beneficial Note on Special Retention CSP Shares: This special retention award relates to SARs awarded in 2012 that lapsed while participants could not exercise these rights due to trading restrictions arising from the RMH unbundling corporate action. The value of the award is comparable to what the vested value of the SARs were for the 30-day period prior to the 19 November 2019 SENS announcement that brought on the prohibited trading period. This special award was made to all participants affected by the trading restrictions and was made in conjunction with the postponement of the expiry date of the 2012 SARs to 30 November 2023. Participants will receive, EITHER the 2012 SARs or the Special Retention CSP Shares at the final expiry date of 30 November 2023 and NOT BOTH. The special retention CSP Shares will vest as follows: - half on the first anniversary of the date of grant, being 5 December 2021. Once the shares have vested a further retention holding-lock up to 30 November 2023 will apply; - the remaining half on 5 December 2022. Once the shares have vested a further retention holding-lock up to 30 November 2023 will apply; - On 30 November 2023, participants will elect to either receive the Special Retention CSP Shares (and forfeit the 2012 SARs), or forfeit the Special Retention CSP Shares and exercise the 2012 SARs. Approval for the individual allocations has been given, and all transactions occurred off-market. Stellenbosch 18 December 2020 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 18-12-2020 12:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.