IMPERIAL LOGISTICS LIMITED - Award and Vesting of Rights in terms of Imperial Share Incentive Schemes

Award and Vesting of Rights in terms of Imperial Share Incentive Schemes

Imperial Logistics Limited
Incorporated in the Republic of South Africa
(Registration number: 1946/021048/06)
ISIN: ZAE000067211
Share code: IPL
(‘Imperial’)

AWARD AND VESTING OF RIGHTS IN TERMS OF IMPERIAL SHARE INCENTIVE SCHEMES

In compliance with the Listings Requirements of the JSE Limited the following information
is provided:

AWARD OF RIGHTS IN TERMS OF IMPERIAL SHARE INCENTIVE SCHEMES

Imperial has awarded Conditional Share Plan (CSP) rights to its executive directors and
prescribed officers in respect of the 2020 financial year as set out in the table below.

The CSP rights will vest in September 2023 and entitle a participant to receive Imperial
shares subject to the achievement of performance conditions determined by the board of
directors of the Company on allocation as follows:

Condition                                                           Weighting

ROIC between 1% and 3% in excess of WACC                                       50%
HEPS vs peer group between 50th percentile and                                 50%
upper quartile

All awards were done off-market on Monday, 14 September 2020 and the Imperial share price
used to calculate the total Face Value of the awards is an average VWAP for the two days
before the date of award of R37.81 per share.

The number of CSP rights awarded to each director is determined using an Expected Value,
which is determined based on a valuation methodology taking into account the average VWAP
of the two days before the date of award, and the estimated achievement of related
performance conditions.

The actual gains from CSP instruments upon vesting in 2023 will depend on the extent to
which performance conditions are achieved and the share price at the time of vesting.

Name          Number of CSP    Total Face Value              Total Expected
                     rights       on award date         Value on award date

M Akoojee         540   319           R20   427   270              R11   235   000
JG de Beer        292   883           R11   072   718               R6   090   000
H Bicil*          384   127           R14   522   284               R7   987   252
J Truter*         259   940            R9   827   277               R5   405   000
E Hewitt*         277   734           R10   499   996               R5   775   000

*prescribed officer

VESTING ON 15 SEPTEMBER 2020 OF SHARE INCENTIVE SCHEME SHARES AND RIGHTS AWARDED IN 2017

Imperial ordinary shares in the Deferred Bonus Plan (‘DBP’) vested at a ruling share price
of R37.81 per share. DBP shares were acquired by scheme participants in 2017 on the open
market prior to unbundling of Motus Holdings Limited (Motus) at the then ruling Imperial
share price. In accordance with the amended Share Incentive Schemes (SIS) approved by
shareholders of Imperial on unbundling of Motus, an equal number of matching Imperial and
Motus ordinary shares are awarded on vesting at no further cost.

After applying the related peer comparison and ROIC performance conditions 11.67% of Share
Appreciation Rights (‘SAR’) vested at a strike price of R152.65 per SAR, which reflects the
extent to which the performance conditions had been fulfilled. In accordance with the
amendments to the SIS, the gains of participants in terms of the SAR scheme will be
determined using the combined share price of Imperial and Motus at the time when each
participant elects to exercise the vested rights, which may be done within two years after
vesting.

Director:                                           M Akoojee
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching Imperial DBP shares vested:      39 880
Total value of transaction:                         R1 507 862.80

Number of SAR vested                                7 767

Director:                                           JG de Beer
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of SAR vested                                15 507

Prescribed officer:                                 J Truter
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching Imperial DBP shares vested:      5 062
Total value of transaction:                         R191 394.22

Number of SAR vested                                6 768




Prior written approval in terms of paragraph 3.66 of the Listings Requirements was
obtained.

Company Secretary

RA Venter

17 September 2020
BEDFORDVIEW

Sponsor: Merrill Lynch South Africa (Pty) Limited

Date: 17-09-2020 04:30:00
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