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Short-term incentives

Long-term incentives

Incentive bonus

Forfeitable share scheme

Outperformance

bonus

Purpose

Reward and motivate the achievement of Group and

subsidiary financial targets, as well as strategic and

personal performance

Reward sustained long-term performance and to align

the interests of the Executive Directors and senior

managers with those of shareholders

Linked to the annual growth in

the share price, with the

intention of recognising and

rewarding their contribution to

the overall performance of the

Group

Application

dependent on

employee type

and level

All Executives and senior managers – Performance based

All other employee levels receive a 13th cheque

All Executives and senior managers

Executives and identified Key

Senior Management

Operational

and

performance

measures

Executives and senior managers:

An annual incentive bonus structure which is based on

the achievement of short-term performance targets and

is measured against the achievement of financial (80%

weighting) and non-financial (20% weighting) metrics

The Joint CEOs may earn a maximum annual incentive

bonus of up to 120% and the Financial Director of up to

70% of annualised fixed remuneration. Senior

Management may earn up to 50% of their annualised

fixed remuneration

For senior managers the financial (80%) metrics are

further split between the performance of the subsidiary

(60% of the 80%) and on Group performance (20% of

the 80%)

The following criteria will be taken into account in

determining qualification for the non-financial metrics

(20%):

X

the achievement of agreed transformation targets;

X

progress in delivering the Group’s growth strategy;

X

the roll-out of the Group’s transactional footprint;

and

X

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.

Targets comprise retention and financial measures with

the financial measures split between core headline

earnings growth and shareholder returns. Allocations

have been made for the 2014, 2015 and 2016 share

scheme in those relative years. The 2017 share scheme

was allocated in September 2017.

The quantum of shares to be awarded is calculated on

an annual basis, based on a percentage of the recipient’s

annual cost to company, on the following basis:

X

Executive Directors 35%

X

Senior managers 18% or 25%

The financial performance criteria for the forfeitable

shares allocated in 2017 to senior managers will be

measured on vesting at subsidiary level as opposed to

group level that was the case in 2016.

The vesting criteria comprise:

X

retention;

X

growth in core headline earnings per share; and

X

growth in shareholder returns over the three-year

vesting period measured with reference to the

compounded growth in 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.

This bonus, awarded in shares,

is earmarked for Executives and

identified Senior Management

and will be based on the

growth in the share price

The quantum of shares to be

awarded will be calculated on

an annual basis at the end of

each financial year and at the

ruling share price at that date.

50% of the award will vest one

year later and a further 50%

one year thereafter, on the

proviso that the recipients

remain in the employ of the

Company throughout the

relative vesting periods

Vesting Criteria

The 80% financial component is based on the

achievement of core headline earnings growth in

comparison to CPI. This financial element will be earned

in the following percentages if core headline earnings

per share is:

The vesting criteria for the 2017 share scheme

allocation, the measurement period being 1 June 2017

to 31 May 2020 are as follows:

The percentage of annual cost

to company that can be earned

based on the growth in the

share price is within the

following ranges of share price

growth:

Executive

Directors

Senior

managers

X

Below 15%

growth

0%

Retention (3 years from date of

award)

33,33% 40%

Executive

Directors

Senior

managers

Growth in core headline

earnings per share:

X

Between

15% and

20% growth

Pro rata

to 50%

X

Less than CPI

0%

0%

X

is 5% above CPI

compounded annually over

three years, then 20% of

the 33.33% / 30% will vest

6,7% 6,0%

X

Equal to CPI plus

10% (or Pro-rated

as the case may

be)

70% of the

80% at

Group level

70% of the

60% at

subsidiary level;

and 70% of

the 20% at

Group level

X

20% or

more

growth

50%

X

between 5% and 10%

above CPI compounded

annually over three years,

then 70% of the 33.33% /

30% will vest; and

6.7% to

23.3%

6% to

21%

X

Greater than CPI

plus 10%

100% of the

80% at

Group level

100% of the

60% at

subsidiary level;

and

100% of the

20% at Group

level

X

between 10% and 25%

above CPI compounded

annually over three years,

then 100% of the 33.33% /

30% will vest.

23.3% to

33.33%

21% to

30%

The 20% non-financial component is based on the

achievement of criteria, as mentioned above.

Growth in shareholder return

33.33% 30%

Refer to note 5.1 in the Group annual financial statements

for the vesting criteria on the 2014, 2015 and 2016 schemes.

BLUE LABEL

INTEGRATED ANNUAL REPORT 2017

59

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