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55

BLUE LABEL INTEGRATED ANNUAL REPORT 2016

Remuneration report

continued

– If growth in core headline

earnings per share exceeds CPI

plus 10%, then an additional

30% of the 60% will be paid.

•

Group performance (20%):

– If growth in core headline

earnings per share is less than

CPI, no element of the 20% will

be paid.

– If growth in core headline

earnings per share is equal to CPI

plus 10%, then 70% of the 20%

will be paid, either in full or pro

rata, as the case may be.

– If growth in core headline

earnings per share exceeds CPI

plus 10%, then an additional

30% of the 20% will be paid.

•

Non-financial (20%):

The following criteria will be taken

into account in determining

qualification for the 20%: the

achievement of agreed transformation

targets, progress in delivering its

growth strategy, the roll out of its

transactional footprint, the rate and

level of progress made in respect of

organisational development and

succession planning, together with

the application of leadership qualities,

corporate governance best practices

and risk mitigation.

Forfeitable share scheme

The forfeitable share scheme vesting

criteria for the 2013 share scheme

allocation was as follows:

•

40% for retention (three years from

date of award);

•

60% financial (50% for growth in

core headline earnings per share

and 10% based on shareholder

returns);

•

The 50% for growth in core

headline earnings per share was

based on the following

achievements:

– If growth is 5% above CPI

compounded annually over three

years, then 20% of the 50%

would vest.

– If growth is 10% above CPI

compounded annually over three

years, then an additional 50%

(i.e. a total of 70%) of the 50%

would vest.

– If growth is 25% above CPI

compounded annually over three

years, then a further 30% (i.e. a

total of 100%) of the 50%

would vest.

The measurement period was from

1 June 2013 to 31 May 2016.

•

The 10% for shareholder return

was based on a 10% compounded

growth in the share price over the

three-year vesting period, measured

with reference to the weighted

average price per share during the

month of the commencement of

the allocation plus dividends over

the three-year period against the

weighted average share price for

the month during which the vesting

takes place.

In line with the criteria being met in

all respects, vesting of the 2013 share

scheme allocations fell due on 31

August 2016. The vesting of these

awards was postponed due to the

Company trading under a Cautionary

Announcement with regard to the

subscription of shares in Cell C

Proprietary Limited. The cautionary

was, however, withdrawn on 18

October 2016 and accordingly the

2013 share awards vested on

that date.

The financial performance criteria for

the forfeitable shares allocated in

2014 and 2015 to Senior

Management will be measured at

subsidiary level as opposed to Group

level.

The vesting criteria for the forfeitable

shares allocated in September 2016 to

Executive Directors are as follows:

•

33.33% for retention (three years

from date of award);

•

66.67% financial (33.33% for

growth in core headline earnings

per share and 33.33% based on

shareholder returns);

•

The 33.33% for growth in core

headline earnings per share is based

on the following achievements:

– If growth is 5% above CPI

compounded annually over three

years, then 20% of the 33.33%

will vest.

– If growth is 10% above CPI

compounded annually over three

years, then an additional 50%

(i.e. a total of 70%) of the

33.33% would vest. If growth is

between 5% and 10% above CPI

over the three years then the

additional 50% will be reduced

on a pro-rata basis.

– If growth is 25% above CPI

compounded annually over three

years, then a further 30% (i.e. a

total of 100%) of the 33.33% will

vest. If growth is between 10% and

25% above CPI over the three years

then the additional 30% will be

reduced on a pro-rata basis.

•

The 33.33% for shareholder return

is based on a 10% compounded

growth in the share price over the

three-year vesting period, measured

with reference to the weighted

average price per share during the

month of the commencement of

the allocation plus dividends over

the three-year period against the

weighted average share price for

the month during which the vesting

takes place.

The measurement period is from

1 June 2016 to 31 May 2019.