Remuneration Report

This report sets out our Remuneration Policy and Remuneration Implementation Report for executive directors and nonexecutive directors’ remuneration for the 2023 financial year and is presented in three parts:

i)	Part 1: The background statement which provides context to our Remuneration Policy and performance;
ii)	Part 2: An overview of the forward-looking Remuneration Policy applicable in the 2024 financial year; and
iii)	Part 3: The Remuneration Implementation Report which sets out in detail how the existing policy was implemented during the year under review, including disclosure on payments made to executive directors and non-executive directors during the year ended 30 June 2023.

Part 1: Background statement

Remgro’s remuneration philosophy is guided by its sustainability-focused business strategy, including ESG as a key component, the outcome of which is geared to deliver sustainable value and accretive returns for shareholders over the long term whilst simultaneously driving a positive ESG impact that unlocks shared value for all stakeholders.

Due to the nature of the business, the remuneration framework, on an organisation-wide basis, provides for fixed remuneration (i.e. salary and benefits) and a long-term share plan, which only renders value if the performance criteria linked to sustainable value and the employment condition are met. As an investment holding company, the Remuneration and Nomination Committee (the committee) views increased market capitalisation, sustainable growth in the share price and above-average dividend yield (collectively referred to as shareholder total return) as critical metrics to deliver sustainable value to shareholders over the long term. In line with this approach, Remgro does not pay short-term incentives (i.e. cash bonuses) and believes that management’s decision-making should be long-term focused. It is aligned with the philosophy that they should be rewarded where value creation is demonstrated, without excessive risk taking in the short term. This two-tier approach makes the Remgro Remuneration Policy focused and avoids unnecessary layers of complexity. Our remuneration philosophy and policy are further detailed in Part 2 of this report.

Overview of performance and remuneration outcomes for the year under review

The current challenging environment that businesses are required to operate in, is widely recognised and covered regularly in the media. Remgro and its investee companies, like all other South African businesses, are expected to successfully and sustainably operate under tough and challenging conditions such as ongoing load shedding, high inflation, high interest rates, sharp increases in electricity prices, foreign exchange volatility, ongoing geopolitical tensions, weak business confidence and unacceptable levels of crime and corruption. This becomes especially relevant as it relates to the impact on consumers and the risk of increased social instability as poverty levels rise. With low levels of expected economic growth, failing state infrastructure relating to energy, transport and logistics in particular, and the slow pace of economic reforms to date, the urgency with which these issues need to be addressed cannot be overstated.

Despite this very challenging business environment, the committee is very pleased with the Group’s performance in managing to maintain the positive earnings momentum despite all the headwinds. The committee is also pleased with the completion of both the Mediclinic Group Limited (Mediclinic) and Distell Group Holdings Limited (Distell)/Heineken International B.V. (Heineken) corporate transactions that were implemented during the year. Both of these transformative transactions have been in the making for many years, and it is satisfying to finally acknowledge their completion.

The finalisation of these transactions marks another inflection point in Remgro’s rich history – prior to implementation, approximately 70% of Remgro’s portfolio could be accessed directly via relevant issuers on various stock exchanges. The ratio between the value of the unlisted and listed portion of our portfolio has completely switched, with the value of the unlisted portion of Remgro’s portfolio now sitting at approximately 70%, materially increasing Remgro’s scarcity factor and positioning it for further growth.

During the year under review, the company made good progress in delivering our other strategic priorities. These priorities remain unchanged and focus on growing our triple bottom line sustainably by unlocking value for our shareholders, efficient capital allocation and continued focus on our sustainability drive.

Management remains committed towards unlocking further value through intensified focus on its core turnaround and growth assets and disposal of non-core assets, combined with a renewed focus on new growth opportunities. The Company also continue its sustainability drive to position Remgro as an ESG industry leader through continuous improvement in disclosure and shareholder engagement.

Total guaranteed package (TGP)

In line with Remgro’s philosophy on fair and responsible remuneration, the following decision was taken with regards to increases:

• Executive directors, members of the Management Board and Executives were granted increases of circa 5.80% for the 2023 financial year.
• Employees at management levels received increases of around 6.00% and non-management employees received salary adjustments of on average between 6.25% and 6.5% for the 2023 financial year.

Long-term incentive (LTI) plans

The vesting outcomes for the 2020 LTI awards, for which the performance period ended on 30 June 2023, were 73%. The better than target outcome, should be considered against the background of our analysis of shareholder value creation through the growth in Remgro's share price over the vesting period. The Remgro share price has grown by 50% over this period (from R98/share to R147/share) which approximates a 14.25% annualised return. When adding the Remgro dividend payments (which ranges between 1.25% to 1.5% per annum over the vesting period) to the growth in share price, this provides for an annualised total shareholder return in excess of 15.5%. The committee is therefore comfortable that the vesting outcome is aligned to shareholder value creation.

Details on the vesting of these awards are set out in Part 3 of this report.

Embedding Environmental, Social and Governance (ESG) measures within reward

Remgro aims to be the trusted investment company of choice that consistently creates sustainable stakeholder value to deliver not only financial returns for shareholders, but to make a positive ESG impact that delivers shared value to all our stakeholders. While workplace, economic, social and environmental sustainability practices have always been part of Remgro’s core values and are entrenched within Remgro’s overall governance framework, Remgro aims to become an ESG leader within the South African context.

Since 2021, the Group has placed increased emphasis on ESG practices, recognising that the best way to advance our sustainability agenda is by partnering with our investee companies across their value chains to implement ESG principles and the creation of consistent standards that collectively deliver greater and more measurable impact over the long term for all our stakeholders. Within the Remgro holding company, appropriate Strategic and Operational ESG Committees and work groups were established to ensure that Remgro remains engaged with and furthers its values-driven ethos.

Remgro’s approach to ESG and sustainability is anchored in its investment stewardship role. Remgro’s responsible investment principles are at the heart of our decision-making to ensure adherence to robust principles and criteria to deliver sustainable financial returns, alongside the creation of positive, measurable ESG impact. This includes purposefully integrating impact throughout the investment lifecycle where sustainable value can be generated over the long term to improve ESG performance.

Remgro is committed to helping those companies it invests in shape their approach to ESG to ensure our investments reflect our ambition to create environmental, social and economic change throughout our ecosystem. Governance and climate risk mitigation practices have been embedded into Remgro’s value chain activities across the Group and its investee companies’ ecosystem to drive progress.

Journey to date

The first Remgro LTI awards with the ESG measures were awarded in 2020 (being the 2019 and 2020 LTI awards). To further incentivise and motivate management in driving this journey, qualitative ESG measures were incorporated into the Remgro LTI awards in 2021 and 2022, which measures detailed strategic milestones to be achieved by specified dates. By incorporating specific ESG measures into the LTI, Remgro is illustrating its public commitment to ESG. An overview of the specified areas of focus, covered by the 2019 to 2022 LTI awards, are outlined below:

Area 1 – Building Remgro’s ESG foundation/platform:

Referencing the 2019 and 2020 LTI awards, ESG milestones were primarily linked to Remgro’s ESG journey as an investment holding company which requires the successful delivery of:

• Remgro’s ESG terms of reference and policies;
• Remgro’s ESG strategy and approach;
• Remgro’s ESG Investment Framework

For Remgro to achieve a stretch ESG performance outcome on its 2019 and 2020 LTI awards a secondary focus was placed that, in addition to Remgro building an ESG foundation/platform (linked to the milestones outlined above), Remgro should strive to accelerate the execution of an ESG impact within key subsidiary portfolio companies through Remgro’s strategic influence in guiding these companies to embed an ESG focus within their own remuneration policies.

Area 2 – Providing strategic guidance to deliver an ESG portfolio impact:

Referencing the 2021 and 2022 LTI awards, the ESG milestones evolved and were primarily linked to Remgro delivering a portfolio impact on the following earmarked investee companies (who collectively represent circa 80% of Remgro’s INAV):

The anticipated portfolio impact was linked to Remgro successfully delivering strategic influence on the following:

• Development and implementation of ESG-focused investee company board subcommittee including the associated terms of reference.
• Development of a specific investee company formalised ESG strategy and updated remuneration policies embedding ESG principles.
• Assistance with the appointment of ESG providers who can assist investee companies in determining their ESG footprints after which critical environmental measures, such as carbon emissions, across the identified investee companies, can be determined as a baseline measure which can inform aspirational environmental goal(s).

Taking the above criteria into consideration, Remgro’s ESG success rate for the 2021 and 2022 LTI awards were expressed as a governance/influence factor measured with reference to how many earmarked investment companies they successfully strategically influenced referencing the above specified criteria.

• Remgro initiated an Investment Managers’ Conference and implemented a series of Investment Managers’ Workshops to engage on ESG. A key component of this is the introduction of a Standard Operating Procedure for our investment managers to integrate ESG into their investment decisions.

It is the committee’s view that the specific qualitative targets were suitably challenging, aligned with the Company’s strategy and laid a solid foundation upon which the Company can deliver on its ESG ambition.

More details are provided in Parts 2 and 3 of this report.

Voting results and shareholder engagement

At the Annual General Meeting (AGM) held on 30 November 2022, 64.91% of Remgro’s ordinary shareholders voted in favour of the Remuneration Policy, with 70.35% of ordinary shareholders voting in favour of the Remuneration Implementation Report. In light of the fact that more than 25% of ordinary shareholders voted against the Remuneration Policy and the Remuneration Implementation Report, and in compliance with King IV and the JSE Listings Requirements, dissenting shareholders were invited to engage with the Company. Shareholders were provided further focused engagement opportunities through virtual engagement sessions during our shareholder engagement roadshows.

The specific areas of concern, together with actions taken as a result of the issues raised, are listed in more detail below.

Remuneration is key in incentivising employees across all levels to work towards driving the execution of Remgro’s strategic objectives and to build a sustainable business over the long term. The committee remains committed to ongoing engagement with shareholders and welcomes any constructive feedback they may wish to provide to ensure that the Company’s approach to remuneration supports fair and responsible remuneration.

At the 2023 AGM Remgro will put its Remuneration Policy and Remuneration Implementation Report to two separate non-binding advisory shareholder votes (see Ordinary Resolutions Numbers 14 and 15 in the Notice to shareholders) and the committee looks forward to a positive outcome in this regard.

Remuneration and Nomination Committee activities during 2023

The committee’s activities for 2023 were geared towards monitoring the achievement of Remgro’s strategic objectives. In addition to the committee’s normal duties, the committee:

• Reviewed and enhanced the performance criteria (financial, ESG as well as key strategic measures) linked to the LTIs as well as the individual key performance initiatives (KPIs) of the executive team. The revised individual KPIs were aligned with Remgro’s strategic objectives and ESG measures.
• Introduced a MSR policy with the aim to further align executives with shareholders.
• Performed a non-executive director fee benchmark referencing 12 companies, who are in closest proximity to Remgro from a market capital perspective, within the JSE Top 40.

Future areas of focus

During the 2024 financial year the committee will focus on the following forward-looking considerations:

• To continue the journey to align the remuneration strategy with Remgro’s key strategic focus areas (including ESG) with a focus on the incorporation of quantitative ESG performance measures within the LTI plan design.
• In line with our philosophy of remunerating fairly and responsibly, continue to identify and address any discrepancies.
• To consider opportunities and methodology to share information regarding fair and equitable remuneration with shareholders.
• To develop a minimum shareholding requirement (MSR)framework to introduce at investee companies.
• To conclude the review of the current Board composition against the principles of inclusivity and diversity, skills and experience and suitable independency
• To continue to ensure that our internal human resources and remuneration policies support transformation across the business.

Advisors

During the 2023 financial year, the committee has engaged two external remuneration consultants namely PricewaterhouseCoopers Inc. (PwC) and REMchannel, to assist management and the Board in performing their duties and responsibilities.

The committee considered the advice, opinions and services received by PwC and REMchannel during the 2023 financial year. The committee is satisfied and regards the consultants as being wholly objective and independent.

In conclusion

The committee is of the view that during the 2023 financial year, Remgro’s Remuneration Policy achieved its stated objectives. Remgro constantly strives to improve the Company’s remuneration practices and we look forward to our engagement with our shareholders and receiving their support on the resolutions for both the Remuneration Policy and Remuneration Implementation Report (see Ordinary Resolutions Numbers 14 and 15 in the Notice to shareholders) at the AGM on 4 December 2023.

Part 2: Remuneration Policy

The Remuneration Policy provides an overview of Remgro’s remuneration principles for the organisation as a whole and applies to all permanent employees. The information provided in this policy has been approved by the Board on recommendation by the committee. This Remuneration Policy will be put to a non-binding advisory vote by shareholders at the next AGM on 4 December 2023.

Governance

The committee is appointed by the Board with delegated powers and the functioning of this dedicated Board committee is well established within Remgro’s mode of operation. In essence it is the committee’s role to ensure fair and responsible remuneration across the Company, by way of policy making and implementation, and that the disclosure of remuneration is accurate, complete and transparent. Ultimate responsibility remains with the Board.

The committee is governed by a mandate, reviewed and approved by the Board annually, that incorporates best practice governance recommendations and serves to assist members of this committee in the execution of their role and responsibilities.

The committee consists of four non-executive directors, three of whom are independent. The members of the committee for the year under review were:

• Mr J P Rupert (chairman);
• Ms S E N De Bruyn (lead independent non-executive director);
• Mr P J Moleketi (independent non-executive director); and
• Mr F Robertson (independent non-executive director).

The Board acknowledges the recommended practice in King IV that the Chairman of the Board should not be the chairman of this committee but given the following reasons, this arrangement is deemed appropriate:

• The necessity to align the Company’s remuneration approach with corporate strategy;
• The Chairman receives no emoluments or fees from Remgro thus there are no conflicts with regard to the approval of non-executive director fees;
• The Chairman is a significant shareholder in the business hence it is not regarded as unreasonable for him to chair this committee; and
• In terms of committee composition, the majority of the committee remains independent non-executive directors.

The committee formally met twice during the year and had numerous informal interactions in preparation for the formal meetings, engagements with shareholders and pre-meetings. The details on the attendance of the formal meetings are set out in the Corporate Governance Report.

The mandate, set out in the terms of reference of the committee, includes the following:

In respect of its nomination function –

• Assist the Board with the process of identifying suitable candidates for appointment as directors;
• Ensure the establishment of a formal and transparent process for the appointment of directors;
• Oversee the development of a formal induction programme for new directors;
• Evaluate the performance of the Board; and
• Ensure that succession plans for the Board, Chief Executive Officer (CEO) and other Management Board members are developed and implemented.

In respect of its remuneration function –

• Oversee the establishment of an organisation-wide Remuneration Policy that promotes positive outcomes across the economic, social and environmental context in which Remgro operates;
• Promote an ethical culture and responsible corporate citizenship in the context of remuneration;
• Oversee the fair, responsible and transparent setting and administering of remuneration of all employees;
• Advise on the fees of non-executive directors, for approval by shareholders at the AGM;
• Ensure that remuneration meets Remgro’s needs and strategic objectives and is administered in accordance with the shareholder-approved plan rules;
• Oversee the preparation and recommendation to the Board of the Remuneration Report to be included in the Integrated Annual Report; and
• Ensure that the Remuneration Policy and Remuneration Implementation Report are put to two separate non-binding advisory votes by shareholders at the AGM.

Linking ESG to remuneration

Existing practices

Workplace, economic, social and environmental sustainability practices have always been part of Remgro’s core values and through our new ESG strategy, these practices are entrenched within our overall remuneration framework.

Remgro’s ESG journey

As noted in Part 1 of this report, Remgro’s aim is to become an ESG leader and is focused on maximising its impact as an investment holding company by establishing and rolling out an ESG strategy and governance framework throughout the Group of identified investee companies. Remgro commenced its ESG journey in 2020.

In order to drive the execution of this goal and to ensure that it is sufficiently prioritised, ESG measures were introduced into the LTIs in 2021 and 2022 as a non-financial component with a weighting of 20%. The ESG measures for the 2019 and 2020 awards were qualitative measures focused on governance and risk as well as strategic investment decisions and portfolio impact and which detailed milestones to be achieved by specified dates in order to lay the foundation for the establishment and implementation of an ESG strategy throughout the Group.

Building on the foundation laid through delivery on the qualitative milestones, Remgro has introduced quantitative ESG measures, taking the form of a governance influence factor (as referenced in Part 1), into the 2021 and 2022 LTIs which measures are aimed at establishing the appropriate ESG governance structures within key investee companies.

Fair and responsible remuneration across the Company

The delivery of Remgro’s strategy is dependent on the values, talent and skills of all employees across the Company and Remgro therefore views employees as critical assets. Remgro committed to the principle of rewarding all employees across the Company in a manner which is fair and responsible and strives to create an environment which is inclusive. This commitment is entrenched in the Remuneration Policy.

The TGP of all employees is positioned around the 75th percentile of the market which takes into account that the Company does not have short-term incentives (STI) in place. For executive directors, prescribed officers and senior managers, the company targets the median of the reference group on a Total Reward (TR) comparison. All employees are furthermore eligible to receive LTI awards and not only executives. Lower-level employees typically receive higher percentage increases than other employees.

Further ongoing actions taken in this regard include:

• Assessment of remuneration conditions between employees at the same level in accordance with the principle of “equal pay for work of equal value” to identify and address any unjustifiable remuneration disparities.
• Investing in its people initiatives, which include: talent management; development opportunities for all employees; various training courses as per identified needs and an employee value proposition aligned to the corporate values and culture.
• Fair and responsible remuneration practices remain a key focus area for the committee in the 2024 financial year.

Components of remuneration

Remgro has two components of remuneration, namely fixed remuneration (which includes benefits) and LTIs in the form of its old Remgro Equity Settled Share Appreciation Right Scheme (SAR Scheme), current Remgro Equity Settled Share Appreciation Rights Plan (SAR Plan) and Remgro Equity Settled Conditional Share Plan (CSP). Remgro does not pay short-term incentives and believes that management’s decision-making should be long-term focused and aligned with the philosophy that they should be rewarded where long-term value creation is demonstrated, without excessive risk taking in the short term.

The same remuneration principles and components apply to all employees of Remgro. The remuneration policies, principles and practices of investee companies are governed through remuneration committee structures in these organisations.

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Scenarios of possible total remuneration outcomes

The following illustrations depict the pay mix and the possible remuneration outcomes for the CEO, CFO and the prescribed officer average at minimum, on-target and stretch levels.

Malus and Clawback Policy

The Malus and Clawback Policy applies from 1 July 2021 to all new LTI awards.

The committee, in its discretion, may, in terms of the Malus and Clawback Policy, apply Malus and/or Clawback mechanisms to the LTI awards where a trigger event as provided for in the policy has occurred. Malus is applied to reduce awards where the trigger event is discovered before vesting or settlement of an award, whereas Clawback is used to recoup all or a portion of settled awards where a trigger event is discovered within three years post-vesting or settlement.

Trigger events include but are not limited to circumstances where any one or more of the following events have occurred:

• It has been discovered that participating employee(s) has committed any act of fraud or dishonesty, in the scope and course of his employment or directorship, or otherwise involving a member of the Group or its affairs and which has or is likely to have an effect on the financial results or financial statements of any member of the Group or on any other measurable under the short-term and long-term incentive;
• It has been discovered that participating employee(s), were involved in the falsification or misrepresentation of financial/ management information, financial results or financial statements of any member of the Company;
• Any information that was used by the Board in order to determine or calculate a payment, award, benefit, allocation or grant or the vesting or settlement thereof was erroneous, inaccurate or misleading as a result of fraudulent or dishonest actions or circumstances that are directly attributable to any participating employee, or as a result of actions or circumstances that could have been avoided through reasonable care on the part of any participating employee;
• Any information emerges that was not known to or considered at the time of making a decision regarding the payment, award, benefit, allocation or grant or the vesting or settlement thereof which, in the opinion of the Board, would have affected the Board’s decision and such information was not known to or considered at such time as a result of fraudulent or dishonest actions or circumstances that are directly attributable to any participating employee or as a result of actions or circumstances that could have been avoided through reasonable care on the part of any participating employee;
• Any member of the Group has:
  • Been subject to regulatory investigation as a result of a breach of any laws, rules or codes of conduct applicable to it or the standards reasonably expected of it; or
  • Suffered in the opinion of the Board, considerable reputational, in either case as a result of fraudulent or dishonest actions or circumstances that are directly attributable to participating employees or as a result of actions or circumstances that could have been avoided by the reasonable actions of participating employees.

Executive employment contracts

Executive directors and members of the Management Board do not have fixed-term contracts, but are employed in terms of the Company’s standard contract of employment applicable to all employees. The notice period for termination of service is one calendar month and the normal retirement age is 63. Executive directors and members of the Management Board also do not have exceptional benefits associated with the termination of their services. Upon termination of employment, any payments made to employees will be as required in terms of legislation, and the consequences in respect of unexercised SARs and/or unvested CSP awards will be governed by the rules of the SAR Plan (or previous SAR Scheme) and CSP based on the reasons for the termination of employment.

Non-executive directors’ remuneration

Independent non-executive directors

Independent non-executive directors do not have any employment contracts, do not receive any benefits associated with permanent employment and do not participate in the Company’s LTI plans.

Furthermore, they are categorised as independent on the basis that the Board concludes that they have no interest, position, association or relationship which, judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in decision-making in the best interest of the Company.

The independence of independent non-executive directors is reviewed annually and the independence of non-executive directors, who have served on the Board for more than nine years, is subject to a rigorous review by the Board. The Board, led by the Lead Independent Director, considered the independence of the independent non-executive directors, and is satisfied with their independence, including the independence of Messrs F Robertson (appointed 28 March 2001), M Morobe (appointed 18 June 2007), N P Mageza (appointed 4 November 2009) and P J Moleketi (appointed 4 November 2009) who each has served on the Remgro Board for more than nine years. Based on an evaluation of the aforementioned directors, there is no evidence of any circumstances or relationships that will impair their judgement, and the Board is satisfied that their independence is in no way affected by their length of service.

Independent non-executive directors are paid a fixed annual Board fee. Committee fees are also determined on a fixed annual basis. The fee structure is reviewed annually on 1 July. During the year under review the committee commissioned a comprehensive and bespoke survey amongst comparable companies based on inter alia, turnover, total assets, profit before tax, earnings before EBIT or EBITDA and/or market capitalisation. The committee considered the median fees of the comparator companies based on an annual fee and fee per meeting basis and compared against the number of committee meetings attended per annum. Non-executive director fees are approved by shareholders at the Company’s AGM by special resolution prior to payment. Remgro also pays for all travelling and accommodation expenses reasonably and properly incurred in order to attend meetings.

Non-independent non-executive directors

Messrs J P Rupert, A E Rupert, P J Neethling and J Malherbe are regarded as non-independent non-executive directors.

The Chairman, Messrs A E Rupert and P J Neethling receive no emoluments or fees from Remgro, whilst Mr J Malherbe receives the approved annual Board and committee fees paid to independent non-executive directors.

As in the case of independent non-executive directors, these directors do not participate in the Company’s LTI plans.

The proposed fee structure, based on the outcome of the bespoke NED fee survey and payable to non-executive directors for the year ending 30 June 2024 is presented in the table above. Also see Special Resolution Number 1 in the Notice to shareholders.

Shareholder engagement and non‑binding advisory vote

The Remuneration Policy and Remuneration Implementation Report are respectively tabled for separate non-binding advisory votes by the shareholders at each AGM.

The committee will engage with shareholders in the event of a 25% or more dissenting vote on either or both the Remuneration Policy and Remuneration Implementation Report. In that event, the Company will, in its voting results announcement provide for (1) an invitation to dissenting shareholders to engage with the Company, and (2) the manner and timing of such engagement. In this regard the Company intends to (1) invite the dissenting shareholders to provide the Company with their written submissions as to why they voted against the Remuneration Policy or Remuneration Implementation Report, (2) address the legitimate and reasonable objections of dissenting shareholders, and (3) report back to the dissenting shareholders. If appropriate and practical, the Company may engage with dissenting shareholders either individually or collectively at meetings called for that purpose. Other methods of shareholder engagement may include conference calls, emails and investor roadshows.

Part 3: Remuneration Implementation Report

Remgro Limited Remuneration Implementation Report

The Remuneration Implementation Report provides details on how Remgro implemented its Remuneration Policy during the 2023 financial year (the information here was audited). This Remuneration Implementation Report will be put to a non-binding advisory vote by shareholders at the next AGM on 4 December 2023.

Fixed remuneration

During the year under review, the executive directors and other members of the Management Board and senior executives received an average salary increase of 5.80%. Management employees received an average increase of 6.00% while non-management level employees received average increases of between 6.25% and 6.50% dependent on their level in the company

Short-term incentives outcome

Remgro’s Remuneration Policy does not provide for any short- term incentives, therefore no outcomes are reported in terms of this.

Long-term incentives outcome

The performance conditions for the December 2022 awards with a performance period from 1 July 2022 to 30 June 2025 are set out below.

1. For performance between these points linear vesting will apply.
2. The number of companies can change over time because of corporate activities. Strategy remains focused on around 80% of INAV.
3. Through these targets the Company will influence proper governance, reporting and measurements of ESG activities.
4. To update the Company ESG framework by June 2026 to include medium-, and long-term aspirations for the aggregated Company greenhouse gas emissions.

The performance outcomes for the 2020 LTI award, with a performance period from 1 July 2020 to 30 June 2023, are set out below.

As communicated in our 2022 report, the 2019 and 2020 LTI award is the first award which incorporates ESG performance measures. These measures take the form of qualitative ESG milestones, aimed at driving the momentum and success of our ESG journey, and primarily focused on governance, risk and strategic investment decisions as well as portfolio impact.

Financial

	Performance measure		Weight		Base measure (June 2020)		Threshold (vesting 30%)		On-target (vesting 50%)		Stretch (vesting 100%)		Actual  measure  (June 2023)		Actual  vesting  %
	INAV Performance hurdles and outcome (Rand per share)						Year one INAV plus CPI over three financial years		Year oneINAV plus the 3 – 5 year SA Longbond rate over three financial years		Year one INAV plus the 3 – 5 year SA Longbond rate plus 5% over three financial years
			55%		153.53(1)		179.86		193.64		221.79		248.47		100%
	FCF Performance hurdles and outcome (cents per share)						Year one FCF plus CPI over three financial years		n/a		Year one FCF plus CPI plus 1.25% over three financial years
			25%		391.00(1)		1 290.70		n/a		1 322.40		953.10		0%

1. During the June 2022 year, the INAV and FCF bases of R154.47 and 396.2 cents per share (cps) were adjusted to R153.53 and 391.0 cps, respectively following the unbundling of Grindrod Limited shares.
   

Non-financial – ESG

Total vesting outcome:

	LTI vesting outcome (financial)		LTI vesting outcome (non-financial)		LTI vesting outcome (total)
	55%		18%		73%

Long-term incentives summary

The tables below provide information on a director and prescribed officer basis of SARs granted and accepted during the year and the indicative value of SARs not yet exercised (outstanding SARs). It also illustrates the cash value of SARs exercised during the year.

Share appreciation rights (SARs)

Directors

Participant	Offer  date(1)	Offer  price(2)  (Rand)	Number  of SARs  offered  and  accepted	Fair  value  of SARs  on offer  date  (R’000)	Balance  of SARs  accepted  as at  30 June  2022	Adjusted  offer  price(3)  (Rand)	SARs  accepted/  (exercised  or expired)  during  the year	Share  price on  exercise  date  (Rand)	Cash  value  of SARs  exercised  during  the year(4)   (R’000)	Balance  of SARs  accepted  as at  30 June  2023(5)	Fair  value  of SARs  as at  30 June  2023(6)  (R’000)
Executive
J J Durand	29-Nov-12(7)	147.25	271 258	10 763	271 258	90.97				271 258	15 615
	04-Dec-13(7)	191.70	93 128	5 064	93 128	127.80	(93 128)	144.47	1 925	–	–
	26-Nov-14(7)	253.53	108 468	7 442	108 468	160.29				108 468	386
	24-Nov-15(7)	272.00	192 676	15 591	192 676	15 591	192 676	166.08		192 676	414
	01-Dec-16	209.11	150 872	10 554	150 872	122.38	(150 872)	144.47	3 333	–	–
	14-Dec-17	206.35	132 309	9 705	132 309	114.92				132 309	5 637
	05-Dec-20(8)	93.82	235 427	6 111	235 427	89.21	(68 272)			167 155	6 600
	05-Dec-20	93.82	235 454	6 631	235 454	89.69				235 454	9 733
	05-Dec-21	126.99	181 379	7 853	181 379	121.63				181 379	6 251
	05-Dec-22	141.64	172 168	8 509	–	141.64	172 168			172 168	5 548
M Lubbe	29-Nov-12(7)	147.25	13 961	554	13 961	90.97				13 961	804
	04-Dec-13(7)	191.70	7 444	405	7 444	127.80	(7 444)	147.57	177	–	–
	26-Nov-14(7)	253.53	4 011	275	4 011	160.29				4 011	14
	24-Nov-15(7)	272.00	8 036	650	8 036	166.08				8 036	17
	01-Dec-16	209.11	65 632	4 591	65 632	122.38	(65 632)	147.57	1 653	–	–
	14-Dec-17	206.35	15 481	1 136	15 481	114.92				15 481	660
	05-Dec-20(8)	93.82	39 078	1 014	39 078	89.21	(11 331)			27 747	1 096
	05-Dec-20	93.82	46 448	1 308	46 448	89.69				46 448	1 920
	05-Dec-21	126.99	35 796	1 550	35 796	121.63				35 796	1 234
	05-Dec-22	141.64	37 780	1 867	–	141.64	37 780			37 780	1 218
N J Williams	29-Nov-12(7)	147.25	81 901	3 250	81 901	90.97				81 901	4 715
	04-Dec-13(7)	191.70	22 221	1 208	22 221	123.80	(22 221)	147.57	528	–	–
	26-Nov-14(7)	253.53	16 430	1 127	16 430	160.29				16 430	58
	24-Nov-15(7)	272.00	27 492	2 225	27 492	166.08				27 492	59
	01-Dec-16	209.11	98 716	6 905	98 716	122.38	(98 716)	147.57	2 487	–	–
	14-Dec-17	206.35	55 677	4 084	55 677	114.92				55 677	2 372
	05-Dec-20(8)	93.82	72 103	1 871	72 103	89.21	(20 908)			51 195	2 021
	05-Dec-20	93.82	72 124	2 031	72 124	89.69				72 124	2 981
	05-Dec-21	126.99	55 568	2 406	55 568	121.63				55 568	1 915
	05-Dec-22	141.64	58 623	2 897	–	141.64	58 623			58 623	1 889
Total					2 339 090		(269 953)		10 103	2 069 137	73 157

1. Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse.
2. Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from 5 December 2018 onwards is the five-day VWAP on offer date.
3. In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions. During the 2023 financial year offer prices were reduced by between R3.25 and R5.36 (depending on the offer date) as a result of the Grindrod Unbundling.
4. This refers to the increase in value of the SARs from the offer date to the date of exercise.
5. SARs offered from 5 December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met, unless SARs were forfeited.
6. Fair value was calculated using the standard binomial pricing model. The estimated vesting percentage of the 2018 awards onwards is considered to be the on-target performance level of 60%.
7. The expiry dates of these awards were extended to November 2023. As an alternative option to the 2012 SAR awards, a special award of CSPs was also made to employees. Should the employee choose to exercise the 2012 SAR award, the special CSP award will lapse.
8. These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively. The performance conditions of the 2019 awards were met by 71% and consequently 29% of the SARs were forfeited.

Prescribed officers

1. Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after grant date, upon which date unexercised SARs lapse.
2. Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from 5 December 2018 onwards is the five-day VWAP on offer date.
3. In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions. During the 2023 financial year offer prices were reduced by between R3.25 and R5.36 (depending on the offer date) as a result of the Grindrod Unbundling.
4. This refers to the increase in value of the SARs from the offer date to the date of exercise.
5. SARs offered from 5 December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met, unless SARs were forfeited.
6. Fair value was calculated using the standard binomial pricing model. The estimated vesting percentage of the 2018 awards onwards is considered to be the on-target performance level of 60%.
7. The expiry dates of these awards were extended to November 2023. As an alternative option to the 2012 SAR awards, a special award of CSPs was also made to employees. Should the employee choose to exercise the 2012 SAR award, the special CSP award will lapse.
8. These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively. The performance conditions of the 2019 awards were met by 71% and consequently 29% of the SARs were forfeited.

1. Unless otherwise indicated, one-third of the SARs are exercisable after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date. All SARs must be exercised within seven years after the grant date, upon which date unexercised SARs lapse.
2. Offer price of SARs granted before December 2018 is equal to the face value on grant date. Offer price of SARs granted from December 2018 onwards is the five-day VWAP on offer date.
3. In terms of the rules of the share schemes, the offer price of SARs that were awarded prior to unbundlings, rights issues, special dividends, etc., was reduced to ensure that the participants were placed in substantially the same position as they were prior to such corporate actions
4. This refers to the increase in value of the SARs from the offer date to the date of exercise.
5. SARs offered from December 2018 onwards, have performance conditions and reflect the number of SARs as if performance conditions were fully met.
6. Fair value was calculated using the standard binomial pricing model. The estimated vesting percentage of the 2018 awards and onwards is considered to be the on-target performance level of 60%.
7. The expiry dates of these awards were extended to November 2023. As an alternative option to the 2012 SAR awards, a special award of CSPs was also made to employees. Should the employee choose to exercise the 2012 SAR award, the special CSP award will lapse.
8. The performance conditions of the 2018 awards were not met and the SARs were forfeited.
9. These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively.

Long-term incentives summary

Conditional Share Plan shares (CSPs)

Directors

1. Unless otherwise indicated, one-third of the CSPs vest, after the third anniversary of the grant date, an additional third after the fourth anniversary of the grant date and the remainder after the fifth anniversary of the grant date.
2. Offer price of CSPs granted is the five-day VWAP on offer date.
3. As a result of the Grindrod Unbundling, additional CSPs, being a factor of 0.0219 of the CSPs held, were allocated during the 2023 financial year.
4. Dividend equivalents accumulated and converted to shares upon vesting.
5. This refers to the total value of the CSPs on vesting at the five-day VWAP of Remgro of R141.64.
6. CSPs have performance conditions and reflect the number of CSPs as if performance conditions were fully met, unless CSPs were forfeited.
7. Fair value was calculated using the standard binomial pricing model. The estimated vesting percentage is considered to be the on-target performance level of 60%. The special award of CSPs (refer below) does not have performance conditions.
8. These awards relate to the 2019 award not made and will vest in one-thirds on the second, third and fourth anniversaries of the grant date, respectively.
9. As an alternative to the 2012 SAR awards, this special award of CSPs was also made to employees. Should the employee choose to exercise the 2012 SAR award, this special CSP award will lapse.

Conditional Share Plan shares (CSPs)

Directors

Conditional Share Plan shares (CSPs)

Prescribed officers

Total remuneration (single figure)

Linking pay with the delivery of long-term shareholder value

Total remuneration (single figure)

Executive directors

Prescribed officers

Non-executive directors’ fees

The actual fees paid to non-executive directors are disclosed below (on an individual basis).

Johann Rupert
Chairman of the Remuneration and Nomination Committee