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4. TERMS AND PROVISIONS OF SHARE AWARDS continued
4.2 VESTING AND EXERCISE continued
4.2.1.2 Refer attached hereto as Appendix a simulated example to test the impact and advantages and
disadvantages of staggered vesting at the individual employee levels, pending various scenarios.
4.2.1.3 The vesting of Share Awards will occur at the vesting date or such a later period as determined by
the Remuneration Committee and the Board at award date.
4.2.1.4 For the sake of clarity and the avoidance of any doubt, it is recorded that until the vesting date, the
participant shall not have any ownership interest in; or receive any dividends and/or exercise any
voting rights at shareholder’s meetings attached to any Share Awards.
4.2.1.5 Should the Company decide on a sub-division or consolidation of its securities, the Board and
Remuneration Committee will make an adjustment to the number of shares (subject to the Listings
Requirements, and JSE and shareholders’ approval, where necessary) utilised for purposes of the
Plan. Such adjustment must entitle a participant to the same proportion of the equity capital as that
to which he/she was previously entitled.
4.2.2 Valuation methodologies and value of Share Award guidelines:
4.2.2.1 It is solely within the Board’s and Remuneration Committee’s discretion to decide on the number of
Grants allocated per annum, per participant, and the basis for the value of a Share. The following
guidelines may be followed, but is not obligatory for the Board and Remuneration Committee to take
into consideration any other criteria as the Board and Remuneration Committee deems fit, may
by applied:
4.2.2.1.1 A 30 (thirty) day VWAP as per the Johannesburg Stock Exchange index prior to the
award date may be used to determine the number of Share Awards per annum.
4.2.2.1.2 The value of Share Awards may be calculated using the cost to Company (CTC) per
category of employee level, multiplied by the individual eligible employee’s CTC. Thereafter
the number of Share Awards to be awarded to an individual eligible employee may
be calculated by dividing the value of Share Awards by the 30 (thirty) day VWAP (as at
award date).
5. GENERAL
5.1 The rights and obligations of any participant under the terms of his/her office or employment with the Company shall
not be affected by his/her participation in the Plan or any right which he/she may have to participate in it.
5.2 The Plan shall not entitle a participant to any right to continued employment or any additional right to compensation
consequential to the termination of his/her employment.
5.3 If the Company is placed in final liquidation, all Share Awards which have not been allocated, shall immediately lapse.
5.4 Notwithstanding anything to the contrary contained herein but subject to 5.4, if the Company makes a special
distribution and/or if the Company restructures its capital in that it:
5.4.1 undertakes a rights offer; or
5.4.2 is placed in liquidation for purposes of reorganisation; or
5.4.3 is party to a scheme of arrangement affecting the structuring of its share capital;
5.4.4 undertakes a conversion, redemption, subdivision or consolidation of its ordinary share capital; or
5.4.5 undertakes a bonus or capitalisation issue; and
such adjustments shall be made to the rights of participants as may be determined to be fair and reasonable by the
Board, provided that any adjustments pursuant to this paragraph 5.4 shall be confirmed by the auditors to the JSE, in
writing, and must provide a participant the entitlement to the same proportion of the equity capital as he/she was
previously entitled. The written confirmation to the JSE must be provided once such adjustment is finalised.
SHAREHOLDER INFORMATION
ANNEXURE A – SALIENT FEATURES OF THE AFROCENTRIC
GROUP LONG-TERM INCENTIVE PLAN CONTINUED