REMGRO LIMITED - Acceptance of awards by executive directors, prescribed officers and company secretary

Acceptance of awards by executive directors, prescribed officers and company secretary

Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
(ISIN: ZAE000026480)
(JSE and A2X Share code: REM)
("Remgro")

ACCEPTANCE OF AWARDS BY EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS AND COMPANY
SECRETARY

Ordinary shares with performance conditions under the Conditional Share Plan ("Performance CSPs") were
granted to Executive Directors and Prescribed Officers and ordinary shares with retention conditions under the
Retention Conditional Share Plan ("Retention CSPs") were granted to the Company Secretary of Remgro on
5 December 2024 at a grant price of R153.69 per ordinary share, representing the 5-day volume weighted
average price of a Remgro ordinary share up to 4 December 2024. The off-market acceptance of the
Performance CSPs by the Executive Directors and Prescribed Officers and the Retention CSPs by the
Company Secretary occurred on 5 December 2024 and 6 December 2024.

Shareholders are advised of the following information relating to the 2024 awards and acceptance thereof:

 EXECUTIVE          NUMBER OF              DEEMED VALUE          NATURE OF             ACCEPTANCE DATE
 DIRECTOR           PERFORMANCE            OF                    INTEREST
                    CSPs                   TRANSACTIONS
 Mr J J Durand      355 178                R54 587 306.82        Direct beneficial     5 December 2024
 Mrs M Lubbe        81 333                 R12 500 068.77        Direct beneficial     6 December 2024
 Mr C P F Vosloo    140 641                R21 615 115.29        Direct beneficial     6 December 2024
 Mr N J Williams    121 734                R18 709 298.46        Direct beneficial     6 December 2024

 PRESCRIBED         NUMBER OF              DEEMED VALUE          NATURE OF             ACCEPTANCE DATE
 OFFICER            PERFORMANCE            OF                    INTEREST
                    CSPs                   TRANSACTIONS
 Mr P R Louw        79 001                 R12 141 663.69        Direct beneficial     5 December 2024
 Mr P J Uys         147 223                R22 626 702.87        Direct beneficial     5 December 2024

 COMPANY            NUMBER OF              DEEMED VALUE          NATURE OF             ACCEPTANCE
 SECRETARY          RETENTION CSPs         OF TRANSACTION        INTEREST              DATE
 Mr L J Joubert     12 000                 R1 844 280.00         Direct beneficial     6 December 2024

The purpose of the Performance CSPs and 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. The granting of shares is the only incentive opportunity for Executive
Directors, Prescribed Officers and all other Remgro employees.

The vesting of the Performance CSPs and the Retention CSPs will be subject to the satisfaction of the
Performance Conditions and/or Employment Conditions, where applicable, as determined by the
Remuneration and Nomination Committee ("Vesting Conditions"). The Performance Conditions comprise the
achievement of specific financial measures, which include Total Return, Total Shareholder Return, Headline
Earnings per Share, Growth in Free Cash Flow, ESG measures and Individual Performance Conditions.

Provided that the Vesting Conditions have been met, the Performance CSPs and Retention CSPs will vest as
follows:
       -    up to one third on the third anniversary of the date of grant, being 5 December 2027;
       -    up to another third on the fourth anniversary of the date of grant, being 5 December 2028;
       -    the remaining portion on the fifth anniversary of the date of grant, being 5 December 2029; and
       -    on vesting of the Performance CSPs and Retention CSPs, dividend equivalents will be converted
            to additional shares.

Approval for the individual acceptance of the allocations has been given.

Stellenbosch
9 December 2024

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

Date: 09-12-2024 04:35:00
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