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BLUE LABEL

INTEGRATED ANNUAL REPORT 2017

11. Equity compensation benefit

continued

Forfeitable shares continued

The performance condition for Senior Management for the ninth award grant vesting on 31 August 2019 is as

follows:

t

40% for retention (three years from date of award); and

t

60% financial (30% for growth in core headline earnings per share and 30% based on shareholder returns).

The 30% for growth in core headline earnings per share is based on the following achievements:

t

If growth is 5% above CPI compounded annually over three years, then 20% of the 30% will vest.

t

If growth is 10% above CPI compounded annually over three years, then an additional 50% (i.e. a total of 70%)

of the 30% 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.

t

If growth is 25% above CPI compounded annually over three years, then a further 30% (i.e. a total of 100%) of

the 30% 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 30% 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.

Movements in the number of forfeitable shares outstanding during the year are as follows:

Grant date

Vesting

date

Number

of shares

Fair value of

grant

R’000

At 31 May 2015

3 690 989

29 857

Fifth award

1 288 836

8 648

Sixth award

1 140 180

9 977

Seventh award

1 261 973

11 232

Shares forfeited during the year

(468 086)

(4 132)

Sixth award

(229 214)

(2 006)

Seventh award

(238 872)

(2 126)

Granted during the year

920 592

9 362

Eighth award

1 September 2015 31 August 2018

920 592

9 362

Shares vested during the year

(1 288 836)

(8 648)

Fifth award

31 August 2015 (1 288 836)

(8 648)

At 31 May 2016

2 854 659

26 439

Sixth award

910 966

7 971

Seventh award

1 023 101

9 106

Eighth award

920 592

9 362

Granted during the year

510 675

10 597

Ninth award

18 October 2016 31 August 2019

510 675

10 597

Shares vested during the year

(910 966)

(7 971)

Sixth award

18 October 2016

(910 966)

(7 971)

At 31 May 2017

2 454 368

29 065

Seventh award

1 023 101

9 106

Eighth award

920 592

9 362

Ninth award

510 675

10 597

Refer to note 15 for the expense recognised in the statement of comprehensive income relating to the equity

compensation benefits.

The total number of forfeitable shares issued to Executive Directors during the period is 347 051 (2016: 664 875)

The share-based payment expense in relation to these Executive Directors is R6.5 million (2016: R5.7 million).

Included in this is R1.3 million (2016: R1.4 million) paid by subsidiaries.

Refer to note 5.3 of the Group annual financial statements for details per Director.

Notes

to the Company annual financial statements

continued

For the year ended 31 May 2017