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AFROCENTRIC GROUP
128
ANNEXURE A –
SALIENT FEATURES OF THE AFROCENTRIC
GROUP LONG-TERM INCENTIVE PLAN
The salient features of the proposed Plan are set out below. The Plan will be available for inspection at the office of AfroCentric,
whose address is set out in the corporate information section of the integrated report, during normal business hours from the date
of this notice of annual general meeting until the conclusion of the annual general meeting convened in terms hereof, at the
registered office of the Company and at the offices of Sasfin Capital at 29 Scott Street, Waverley, Johannesburg, 2090.
1. OBJECTIVE AND PURPOSE OF THE PLAN
The purpose of the Plan is to retain, motivate and reward eligible employees who are able to influence the performance and
growth strategies of the Company, on a basis which aligns their interests with those of the Company’s shareholders.
The objective is to share ownership of the Company’s wealth with employees that contribute to the growth and wealth
generated by the Company, and hence to place a value instrument in the employees’ hands.
The Plan will provide selected employees within the Group the opportunity of receiving shares in the Company through a
Share Award, subject to the Board and Remuneration Committee’s approval.
2. SHARES AVAILABLE FOR THE PLAN
2.1 The maximum number of shares that can be issued under the Plan is 27 718 866 (twenty-seven million, seven hundred
and eighteen thousand and eight hundred and sixty-six) shares constituting a total of 5% (five percent) of the Company’s
issued ordinary shares as of the date of approval of the Plan by the Board and shareholders of the Company (“maximum
dilution limit”).
2.2 The maximum number of shares that may be allocated in relation to the Company’s issued share capital, a maximum
annual allocation of 5 543 773 (five million, five hundred and forty-three thousand and seven hundred and seventy-
three) shares in the form of Share Awards under the Plan (“maximum annual allocation’), subject to the maximum
dilution limit.
2.3 The maximum number of shares that may be allocated to any one participant is 500 000 (five hundred thousand)
shares in the form of Share Awards under the Plan subject to the maximum dilution limit and maximum annual
allocation.
2.4 Subject to prior approval from the JSE, if required, the prior authority of the shareholders of the Company in general
meeting shall be required if the aggregate number of shares which may be allocated to participants under the Plan is
to exceed 27 718 866 (twenty-seven million, seven hundred and eighteen thousand, eight hundred and sixty-six)
shares.
2.5 Subject to prior approval from the JSE, if required, the prior authority of the shareholders of the Company in general
meeting shall be required if the aggregate number of shares that may be allocated to any one participant in terms of
the Plan is to exceed 500 000 (five hundred thousand) shares.
3. PLAN DESCRIPTION
3.1 ELIGIBILITY AND PARTICIPATION
3.1.1 Eligibility for participation in the Plan will be considered on an annual basis.
3.1.2 Participants will be identified from employees employed in the following levels of employment within the Group:
3.1.2.1 Senior executive levels – employees at B1M2 and B1M1 (as nominated and selected by the Board
and Remuneration Committee) that participate at an Executive Committee level as the highest
governing body where decisions are made in the Company
3.1.2.2 Governance Committee levels and managers (as nominated and selected by the Executive
Committee) – employees that have the responsibility and accountability to manage large operating
units or divisions in the Company and that would have a significant strategic impact or operational
impact on the Company’s growth strategies and results on an annual basis as well as future
outcomes
SHAREHOLDER INFORMATION