Remuneration report

Dear shareholder,

“I write to you this year summarising our performance, our remuneration outcomes, changes in our policy and the progress we have made on our ESG journey. Last year we published our first ESG Framework and I am pleased to report that the Group has made significant progress towards the targets set.

The overall performance resulted in a weighted outcome of 97% on the short-term incentive (“STI”) scorecard over a one-year period and a 87% vesting outcome on the long-term incentive (“LTI”) performance over a three-year period. In terms of our STI hurdles for HEPS growth and ROFE, stretch performance was achieved on both metrics at 24% growth and 37.6%, respectively. Sustainability target hurdles were exceeded and strategic execution greatly exceeded expectations.

I am of the view that we have one of the best remuneration policies and implementation reports as set out in this document in terms of both financial and non-financial metrics and targets. This view is endorsed by shareholders who have overwhelmingly supported both votes at the 2021 AGM (higher than 90%), in a period where shareholder voting has been extremely low in favour of both policy and implementation. I personally am very pleased with this result and hope to receive similar outcomes for the FY2022 vote.

It has been the Remuneration committee’s intention to close the gap between the basic remuneration of the executive directors and that of the upper quartile of the peer group over the medium-term, performance permitting. This multi-year phased-approach, started in 2019. This year a comprehensive benchmarking exercise on executive remuneration was performed again. We concluded that the instruments used and the mix of remuneration are competitive, but the guaranteed portion remained well short of the benchmark. In recognition of the outstanding personal and business performance we agreed to close the remaining gap effective 1 July 2022.

As we have a solid foundation from which to work, our focus has been on making minor refinements to our policy, principally around sustainability metrics, pushing the hurdles higher based on the progress we have already made. We have also revisited our target hurdles for the financial metrics based on the current and expected economic environment, what was achieved last year and considering performance prospects. We have made no adjustments to the metrics and weightings for both STI and LTI.

Lastly, we acknowledged that pay parity reporting is becoming an area of increasing importance and are working towards a reporting framework and data collection strategy that will result in meaningful reporting to stakeholders.”

Introduction

Bidvest’s remuneration philosophy is to drive exceptional and sustainable long-term performance for all stakeholders, in support of the well-entrenched entrepreneurial culture of the Group.

“Bidvest delivered an exceptional performance, the result of good revenue growth, unrelenting margin focus and excellent cost management. Cash generation was strong and investment was made in inventory and the expansion of operations. Our M&A pipeline, mainly organically built, supports our continued growth focus and culminated in the acquisition of BIC in Australia post year end. Innovation, increased focus on diversity as well as socio-economic and environmental impact initiatives stepped up notably,” Mpumi Madisa

The FY2022 results are even more remarkable if one considers the significant adverse riot and flood events that occurred during the year. Bidvest’s scale, diversification, financial strength, commitment to add value to all stakeholders and essential everyday product and service offering stood the Group in good stead.

Revenue growth of 13% to R99.9 billion translated into a trading profit 23% higher at R9.7 billion, backed up by R11.5 billion cash generated from operations and a strong improvement in returns to a ROFE of 37.6% and ROIC of 14.1%. The achieved spread was higher over a higher WACC.

At the end of FY2021, Bidvest introduced its ESG Framework, setting out specific goals and measurements to evaluate progress against. Progress has been very pleasing with the entire organisation working towards these common sustainability goals. At top and senior management levels in SA, Black people represented 83% of the appointments made and females 44%. Internationally, the businesses have set specific targets and embarked on initiatives to close the gender gaps at top and senior management levels, and are tracking well against these. In SA our operations spent an additional R3.0 billion with black-owned and black women-owned SME companies, bringing the total to R8.0 billion. Locally we procured 74% of goods and services from companies that have a B-BBEE rating of at least a Level 4, edging closer to our target of 90%. Group emission and water intensity decreased at a pleasing rate with several divisions close to or exceeding the FY2025 target. Engagement with offshore suppliers with regards to ethical and sustainable behaviour was stepped up. Excellent progress was made to strengthen and continuously monitor basic IT hygiene disciplines across all the businesses. Equally important, is the innovation that drove more environmentally sustainable products and services introduced in our offering to customers.

The Group recognises that ESG is a journey and is committed to continuous improvement. Given Bidvest’s considerable employee base and impact on the domestic economy, management is considering upweighting the social component of the sustainability metric in incentive scorecards from FY2024. The Group also acknowledge the growing call for disclosure of pay parity. While Bidvest is explicit in its commitment to income parity, we are not yet able to report on this in a meaningful manner at an aggregated level. Significant groundwork is being done to enable meaningful reporting on this important metric in the future.

The global economy is precarious with fiscal policy tightening and inflation rising. This macro backdrop is exacerbated by an energy crisis in SA and Europe. The Group is, however, confident in its ability to navigate this environment and reaffirms its duty and commitment to building inclusive societies, particularly in South Africa, and to conduct business in a responsible manner. As a consequence, the Remuneration committee has proposed measurements for both short-and long-term incentives that balances the needs of all stakeholders while staying true to the performance culture of Bidvest.

The committee has also considered the impact of the King IV on the remuneration policy as well as the amended Listings Requirements. This report is, therefore, presented in two parts: The remuneration policy and the implementation of the policy during the year.

At the annual general meeting (AGM) on 26 November 2021, our FY2021 remuneration report was presented and voted on in sections, namely:

Part 1: Remuneration policy – endorsed by 90% of shareholders that voted; and

Part 2: Implementation of policy – endorsed by 94% of shareholders that voted.

As a matter of good governance, Bidvest engaged shareholders with regards to remuneration policy and implementation matters. Key focus areas included appreciation for the clear measurements and targets of the sustainability metrics incorporated in the incentive scorecards, the vesting period of long-term incentive instruments and gender pay parity.

The Remuneration committee considered the feedback, current operating environment as well as the performance achieved and responded as follows:

• The sustainability measurements introduced in FY2022 aligned efforts across the Group and will be maintained for FY2023. Hurdles will however be increased to drive ongoing progress;
• The Remuneration committee reviewed the vesting period of the LTI schemes in place and view them as appropriate in achieving the objective of incentivising management to create long-term sustainable value for stakeholders while at the same time serving as an effective retention tool. The vesting period Bidvest uses also aligns with current best practice; and
• The Group acknowledges the growing call for disclosure of pay parity. While Bidvest is explicit in its commitment to income parity, we are not yet able to report on this in a meaningful manner at an aggregated level. Significant groundwork is being done to put us in a position to do this. Work has also commenced on assessing affordable healthcare insurance for entry-level employees. Noonan and PHS disclose their gender pay analysis annually.

Given the diversified nature of the Group, the remuneration report intends to provide an overview and understanding of Bidvest’s remuneration philosophy and focuses on executive and non-executive director remuneration and further provides an overview of the share plans used across the Group.

Part 1 – Remuneration Policy

In this part of the report, Bidvest sets out the driving forces behind the Group remuneration policy and how the impact on all stakeholders is considered and taken account of to strike an appropriate and sustainable balance.

Key principles of our philosophy

The key principles that shape our policy are:

• A critical success factor of the Group is its ability to attract, retain and motivate the entrepreneurial talent required to achieve positive operational outcomes and strategic objectives while adhering to an ethical culture and good corporate citizenship. Both STI and LTI are used to promote this;
• A delivery-specific STI is viewed as a strong driver of performance and a significant portion of senior management’s through-the-cycle reward and is designed to be variable and aligned with stakeholder interests. This is prescribed by the achievement of realistic financial and non-financial targets together with, where applicable, the individual’s contribution to the growth and development of their immediate business, their division or the wider Group. Only when warranted by exceptional circumstances are special bonuses considered as additional awards;
• Allowing appropriate flexibility due to the Group’s dynamic and fast-moving nature. Management is often redeployed to take on new challenges and address poor performing divisions and in such cases, subjective criteria may need to be applied when evaluating performance;
• A LTI that aligns the objectives of management, shareholders and other stakeholders for a sustainable period; and
• The Group is committed to a sustainable, fair and responsible remuneration policy, from both an external competitiveness perspective as well as an internal equity perspective, which satisfies the requirements of all our stakeholders. Total remuneration is benchmarked to the upper quartile of the comparator group.

Policy principles

The Remuneration committee functions as a subcommittee of the board in terms of an agreed mandate. It evaluates and monitors the Group’s remuneration philosophy and practices to ensure consistency with governance principles and corporate strategy. The Remuneration committee further implements the board-approved remuneration policy to ensure that:

• Salary structures and policies, cash as well as sharebased incentives, motivate superior performance and are linked to realistic performance objectives that support sustainable long-term business growth;
• Stakeholders can make an informed assessment of reward practices and governance processes; and
• All applicable laws and regulations are being complied with.

The Remuneration committee has discretion, when warranted by exceptional circumstances and where considerable value has been created for shareholders and stakeholders of Bidvest by specific key employees, to award special bonuses or other ex gratia payments to individuals. In exercising this discretion, the Remuneration committee must satisfy itself that such payments are fair and reasonable and are disclosed to shareholders as required by remuneration governance principles.

Both long-term share-based incentive schemes have ‘bad leaver’ clauses. If, while an award remains unvested and employment is terminated by reason of dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct, all unvested awards will lapse unless the Remuneration committee in its absolute discretion determine otherwise.

A claw-back policy is also applicable to both STI and LTI. If a trigger event arises after variable remuneration has been paid or settled, the Remuneration committee can demand the repayment of an amount equal to the pre-tax value of any STI or pre-tax amount equal to the market value of any LTI received. Trigger events include, amongst others, gross misconduct and proven dishonest or fraudulent conduct.

Governance and the Remuneration committee

Board responsibility

The board carries ultimate responsibility for the remuneration policy. The remuneration committee operates in terms of a board-approved mandate. The board will, when required, refer matters for shareholder approval, for example:

• New and amended share-based incentive schemes and their design;
• Non-executive board and committee fees; and
• Endorsement of the annual remuneration policy and implementation report.

The remuneration policy (Part 1) and remuneration implementation report (Part 2) will be put to separate nonbinding shareholders’ votes at the AGM of shareholders.

Composition, mandate and attendance for remuneration committee

The members of the Remuneration committee are independent non-executive directors as defined by King IV. The Remuneration committee is scheduled to hold four meetings per year but also meets on an ad hoc basis when required.

The attendance for these meetings is contained on Leadership Executive committee.

The Group chief executive and chief financial officer attend meetings by invitation, to assist the Remuneration committee with the execution of its mandate. Other members of executive management are invited when appropriate. No executive participates in the vote process or is present at meetings of the Remuneration committee when his/her own remuneration is discussed or considered. DG Capital will continue as the Remuneration committee’s standing independent adviser until the publication of the FY2022 remuneration report. Due to the relocation of the key advisor, the committee embarked on a comprehensive process to elect a new advisor. Deloitte will be appointed as our new advisor following the AGM.

The chairman of the Remuneration committee or, in his absence, another member of the Remuneration committee, is required to attend the AGM to answer questions on remuneration.

The terms of reference as set out in the mandate of the Remuneration committee include:

• Reviewing the Group remuneration philosophy and policy and assisting the board in establishing a remuneration policy for directors and senior executives that will promote the achievement of strategic objectives and encourage individual performance;
• Ensuring that the mix of fixed and variable pay in cash, shares and other elements meet the Group’s needs and strategic objectives;
• Reviewing incentive schemes to ensure continued contribution to stakeholder value;
• Reviewing the recommendations of management on fee proposals for the Group chairman and non-executive directors and determining, in conjunction with the board, the final proposals to be submitted to shareholders for approval;
• Determining all the remuneration parameters for the Group chief executive and executive directors;
• Reviewing and recommending to the board the relevant criteria necessary to measure the performance of executives in determining their remuneration;
• Agreeing to the principles for senior management salary increases and cash incentives;
• Determining LTI allocations (Conditional Share Plan) and awards for executive directors and reviewing all allocations for senior management;
• Overseeing the preparation of the remuneration report (as contained in this Annual ESG report) to ensure that it is clear, concise and transparent;
• Ensuring that the remuneration policy and remuneration policy implementation be put to two non-binding advisory votes by shareholders and engaging with shareholders and other stakeholders on the Group’s remuneration philosophy; and
• Annually evaluate the committee’s performance against its charter and any formal shareholder feedback received.

Role of benchmarking

To ensure that the Group remains competitive in the markets in which it operates, all elements of remuneration are subject to regular reviews against relevant market and peer data. Reviews are performed when required to benchmark the Group’s remuneration against the services, trading and distribution industry and the general South African market.

The peer company selection criteria are based on a weighted basket of metrics including market capitalisation, revenue, total assets, operating profit, employee cost and number of employees. Based on these criteria, the resultant group comprises the following peers: Nedbank, Shoprite, Old Mutual, Vodacom, Pepkor, Bidcorp, Woolworths, Capitec, Aspen, Spar, Motus, Barloworld, Life Healthcare, Clicks, Mr Price, Tiger Brands, Netcare and KAP.

The policy aims at positioning the Group as a preferred employer within the services, trading and distribution industry. This means benchmarking to the upper quartile of the peer group. To retain flexibility and ensure fairness when directing human capital to those areas of the Group requiring focused attention, subjective performance assessments may sometimes be necessary when evaluating employee contributions.

The Group believes that its remuneration policy plays a vital role in realising business strategy and must be competitive in the markets in which it operates.

Executive directors

Terms of service

The minimum terms and conditions applied to South African executive directors are governed by legislation. The notice period for these directors is one month. In the exceptional situation of the termination of executive directors’ services, the Remuneration committee (assisted by independent labour law legal advisers) oversees the settlement of terms.

In terms of Schedule 10.16 (g) of the JSE Listings Requirements and the revised Bidvest Memorandum of Incorporation, executive directors are no longer required to offer themselves for re-election. The board, through the Nominations committee, assess their appropriateness to hold office.

Executive directors are permitted to serve as non-executive directors on one other public company board with the express permission of the chief executive and the Nominations committee. This excludes directorships where the Group holds a strategic investment in that public company (i.e., nominee directorship). Fees paid to nominee directors accrue to the Group and not to the individual directors concerned.

Elements of remuneration and package design

The Group operates a total cost-to-company (CTC) philosophy whereby cash remuneration and benefits (including a defined contribution retirement fund, medical aid and other insured benefits) form part of employees fixed total CTC remuneration. Senior management and executive directors also participate in STI in the form of a performance bonus plan. Two LTI plans are in operation. The Bidvest Share Appreciation Right Plan (SAR) is for senior management and Group executive committee members who are not Group executive directors. The Bidvest Conditional Share Plan (CSP) is for Group executive directors, Executive committee members and other senior executives.

The remuneration policy leads to executive directors’ remuneration received being dependent on Group performance. This is achieved in two ways, through an annual cash bonus and long-term share plan. In Part 2 of the report the actual total pay outcomes for the 12 months ending 30 June 2022 are depicted, whilst the total pay opportunities for the Group chief executive and the other executive directors (on average) under four different performance scenarios are illustrated in the following graphs:

The different components of remuneration, their objectives, the policy which governs it and their link to the business strategy are summarised below. Where changes to the policy are envisaged for the following financial year, these are highlighted.

The Group views the executive directors who are members of the Group Exco as the current “prescribed officers” as defined in the Companies Act and therefore no separate remuneration policy disclosure for prescribed officers is necessary.

Effective 1 July 2021, the Group Exco participates in LTI through a combination of CSP and SAR to better align with Group executive directors.

Proposed changes for FY2023

Seeking out growth sectors and maintaining margins against a backdrop of a precarious global macroeconomic outlook, rampant inflation and intensifying energy crises are the focus areas in the coming year, in addition to the normal focus on prudent cash conversion and capital allocation. The Group remains confident in its ability to successfully navigate these and reaffirms its duty and commitment to building inclusive societies, particularly in SA, and to conduct business responsibly. Consequently, the Remuneration committee has proposed measurements for both short- and long-term incentives that balance profit and purpose.

In relation to financial metrics, the target HEPS hurdle remains unchanged at 1% better than geographically weighted real economic growth despite the envisaged trading environment being more difficult. Stretch HEPS hurdles were lowered by 100bps, but still reflect 3% and 4% real growth, respectively, for STI and LTI. ROFE hurdles have been increased to reflect the changed asset composition of Bidvest post recent acquisitions.

The specific, clear measurements and targets comprising the sustainability metrics are now well-understood and embedded in business behaviour, achieving the desired focus on the medium-term targets set in the ESG Framework. Considering the performance to date hurdles were increased.

Table 1: Measurement elements incorporated into the sustainability metric

				Threshold				Target				Stretch
STI, LTI metrics				was		proposed		was		proposed		was		proposed
Environmental		5%
	Reduction in Scope 1&2 emissions and water intensity (FY19 base)			–		15%		0 – 5%		20%		5%+		25%
	Code of Ethical Purchasing (or equivalent) declarations (based on # of offshore & multinational suppliers)*			50%		50%		70%		70%		80%		80%
Social		5%
	African appointments (top & senior management)			40%		45%		45%		50%		50%		55%
	Local procurement with B-BBEE L1-4 suppliers			55%		70%		60%		75%		65%		80%
Governance		5%
	B-BBEE rating for 80% of all operating businesses			min L5		min L4		min L4		min L3		min L3		min L2
	ALICE score (quarterly aver) **			50%		45%		40%		40%		30%		35%

*	Broadened the scope to include multinational suppliers.
**	More controls will be tested by ALICE.

The strategic metric, which includes specific aspects that are critical to building a business that creates value and will endure the test of time, remains unchanged. The Acquisition committee will assess the performance of these elements against a portfolio of evidence, using a scoring table.

Table 2: Summary of remuneration components for executive directors

		Component, objective and link to strategy		Policy		Future changes		Resultant 2023 policy
Guaranteed pay (CTC)		Base package To help attract and retain the best talent. It aligns with business strategy as it takes into account internal and external equity, thereby ensuring competitiveness and rewarding individuals fairly based on similar jobs in the market. Reviewed annually and set on 1 July.		Level of skill and experience, scope of responsibilities and competitiveness of the total remuneration package is taken into account when determining CTC.		No changes are proposed for 2022.		Unchanged Level of skill and experience, scope of responsibilities and competitiveness of the total remuneration package is taken into account when determining CTC.
Guaranteed pay (CTC)		Benefits Provides employees with contractually agreed basic benefits such as retirement fund benefits (defined contribution), medical aid, risk benefits and life and disability insurance. Benefits recognise the need for a holistic approach to guaranteed package.		The Company contributes towards retirement benefits as per the rules of its retirement funds. Medical aid contributions depend upon each individual’s needs and package selection. Risk and insurance benefits are Company contributions, all of which form part of total cost of employment.		No changes to standard employment benefits.		Unchanged The Company contributes towards retirement benefits as per the rules of its retirement funds. Medical aid contributions depend upon each individual’s needs and package selection. Risk and insurance benefits are Company contributions, all of which form part of total cost of employment.
Short-term incentives (STIs)		To motivate and incentivise delivery of performance, financial and non-financial, consistent with the Group’s strategy over the one-year operating cycle. Encourages sustainable growth in headline earnings per share and return on funds employed for shareholders whilst maintaining a strong financial position, combined with strategic and sustainability metrics, to ensure well-balanced KPIs. It rewards executive directors for their measurable contribution. Bonus levels and the appropriateness of measures and weightings are reviewed annually to ensure that these continue to support Bidvest’s strategy. The annual bonus is paid in cash in August/ September each year.		Threshold, target and stretch performance targets are set for the following metrics: Financial performance: Headline earnings per share (HEPS) growth ROFE achieved Non-financial performance: Sustainability Strategic actions. The vesting of the hurdles is 30%, 65% and 100%, respectively, for threshold, target and stretch. The weighted outcome derives a STI which is capped at a maximum of 165% of the CEO’s CTC and 150% of CTC for the other executive directors. Linear vesting will occur between the performance hurdles set.		There are no changes to the metrics and weightings. Hurdles have been adjusted as follows: Increased HEPS growth threshold, target and stretch hurdles at GDP + CPI, GDP + CPI +1% and GDP + CPI + 3%, respectively. Increased ROFE threshold, target and stretch hurdles at 27%, 28% and 33%, respectively. Retain specific sustainability measurement elements but increase hurdles, as set out here, against which the Social, ethics and transformation committee will assess performance.		Post proposed changes Financial performance: HEPS growth (40% weighting) with threshold, target and stretch hurdles as set out alongside; and ROFE (30% weighting) with threshold, target and stretch hurdles as set out alongside. Non-financial performance: Sustainability (15% weighting) which incorporates specific measurements relating to environmental, social and governance elements with threshold, target and stretch hurdles as set out in Table 1; and Strategic (15% weighting) which incorporates specific elements – execution of strategy; innovation and deployment of technology; and return uplift on major acquisitions – subjectively assessed by the Acquisition committee using a scoring table. The weighted outcome derives a STI which is capped at a maximum of 165% of the CEO’s CTC and 150% of CTC for the other executive directors. Linear vesting will occur between the performance hurdles set.
Long-term incentives (LTIs)		Conditional Share Plan (CSP) To motivate and incentivise delivery of long-term, sustainable performance. This aligns executives’ interests with shareholders through conditional rights to future delivery of equity. Vesting of conditional rights to shares is subject to performance targets, thereby supporting the performance culture of the Group.		Award levels are set according to best practice benchmarks, to ensure support of Group business strategy. Awards consist of conditional rights to shares, subject to performance conditions over a threeyear performance period and continued employment period for the duration of the vesting periods of three years (75% of the award) and four years (25% of the award), respectively. The Group performance metrics comprise the following: HEPS growth ROFE Sustainability Strategic. The vesting of the hurdles is 30%, 60% and 100%, respectively, for threshold, target and stretch.		There are no changes to the metrics and weightings. Hurdles have been adjusted as follows: Increased HEPS growth threshold, target and stretch hurdles at compound GDP + CPI, GDP + CPI + 1.5% and GDP + CPI + 4%, respectively. Increased ROFE hurdles to be 28%, 29% and 32%, respectively, for threshold, target and stretch.		Post proposed changes Objective performance targets set for the following metrics: Three-year compound HEPS growth (30% weighting) with threshold, target and stretch hurdles as set out alongside; Three-year average ROFE (30% weighting) with threshold, target and stretch hurdles as set out alongside; and Three-year average Sustainability score (20% weighting) which incorporates specific measurements relating to environmental, social and governance elements with threshold, target and stretch hurdles as set out in Table 1. The three-year average subjective strategic metric score (20% weighting) which include specific measurement elements of execution of strategy, innovation and deployment of technology and return uplift on major acquisitions. Awards consist of conditional rights to shares, subject to performance conditions over a three-year performance period and continued employment period for the duration of the vesting periods of three years (75% of the award) and four years (25% of the award), respectively.

Further details on long-term incentive plans.

Conditional Share Plan

At the 2008 AGM, shareholders approved a CSP for executive directors and senior employees with significant managerial or other responsibilities. Under the CSP, participants are awarded a right to future delivery of equity (i.e. a conditional right to receive shares). Vesting of shares is subject to the achievement of performance conditions. Group performance conditions, each with different weightings, have been imposed. The performance period is three years, coinciding with the Group’s financial year. 75% of awards vest after three years and the remaining 25% after four years.

Further details on the award levels, performance period and measure can be found in Part 2 of this report.

Share Appreciation Rights Plan

Upon the unbundling of Bid Corporation Limited (Bidcorp) from Bidvest during May 2016, shareholders approved a new Share Appreciation Rights Plan (SAR Plan). It is the intention that senior management (excluding executive directors) will participate in the SAR Plan. SARs vest after three, four and five years and lapse after seven years.

Share dilution

An aggregate limit applies to the CSP and SAR Plan and no more than 5% of the issued share capital of Bidvest can be issued in settlement of both the CSP and the SAR Plan. If shares are purchased in the open market for settlement of allocations in terms of the CSP and the SAR Plan, the limits will not be impacted.

Non-executive directors

Terms of service

Non-executive directors are appointed by the shareholders at the AGM. Interim board appointments are permitted between AGMs. Appointments are made as per Group policy. Interim appointees retire at the next AGM, which is when they may make themselves available for re-election.

As appropriate, the board, through the nominations committee, proposes their re-election to shareholders. Each year, one third of the non-executive directors retire by rotation. A nine-year tenure limit is in place for non-executive directors.

Fees

Group policy is to pay competitive fees for the role while recognising the required time commitment. Fees are benchmarked against a comparator group of JSE-listed companies. The fees comprise an annual retainer component and attendance fee for scheduled meetings, as tabulated in Part 2 of this report. The chairman of the board receives an annual fee in lieu of retainer and attendance fees. In addition, non-executive directors are compensated for travel and subsistence expenses incurred on official business where necessary and to attend meetings. No contractual arrangements are entered into to compensate non-executive directors for the loss of office.

Non-executive directors do not receive a STI, nor do they participate in any LTI schemes, except where non-executive directors previously held executive office, and they remain entitled to unvested benefits arising from their period of employment. The Group does not provide retirement contributions to non-executive directors.

Management proposes non-executive directors’ fees (based on independent advice) to shareholders annually for a shareholder vote.

Shareholder engagement

The Group’s remuneration policy and its implementation are placed before shareholders for consideration and approval under the terms of an advisory non-binding vote at the 2021 AGM as provided in the Listings Requirements and recommended by King IV.

If 25% or more of the votes cast are recorded against either the remuneration policy resolution or the implementation resolution, then:

• Executive management and the Remuneration committee chairperson will engage shareholders to ascertain the reasons for dissenting vote. Where considered appropriate, other members of the Remuneration committee may participate in these engagements with selected shareholders; and
• Executive management will make specific recommendations to the Remuneration committee on how shareholders’ legitimate and reasonable objections might be addressed, either in the Group’s remuneration policy or through changes in how the remuneration policy is implemented.

Directors’ interests in contracts

During the financial year, none of the current directors had a material interest in any contract of significance to which the Company or any of its subsidiaries were parties.

Non-binding advisory vote

Shareholders are requested to evaluate whether or not the tabled remuneration policy to be implemented in FY2023 strikes the appropriate balance between rewarding outcomes, financial and non-financial, considering the impact on all stakeholders by casting an advisory vote on the remuneration policy as contained in Part 1 of this report.

Part 2 – implementation of remuneration policy

In this part of the report, the implementation of Bidvest’s remuneration policy voted on last year, is discussed. Achieved performance in FY2022 was measured against the agreed metrics in deriving incentive outcomes and personal performance considered in awarding salary increases.

Executive director remuneration

Guaranteed pay – base pay and benefits (FY2022)

It has been the Remuneration committee’s intention to close the gap between the basic remuneration of the executive directors and that of the upper quartile of the peer group over the medium-term, in keeping with the policy, performance permitting. This multi-year phased-approach, which started in 2019, was interrupted by the pandemic and the Group-wide freeze of annual salary increases in July 2020.

As discussed in the FY2021 Remuneration report, the increases in basic remuneration in FY2022 effectively reflects adjustments spanning two years, and the annualisation impact of the CEO’s promotion and commensurate remuneration, on 1 October 2020.

Based on an updated benchmarking, conducted by the independent advisor during 2022, the Remuneration committee approved an adjustment greater than inflation to the basic remuneration of the executive directors to close the differential to the upper quartile of the peer group, to reflect exceptional performance, tenure, race and gender. The respective increases, effective 1 July 2022, are 14%, 17% and 24%, for the CEO Mpumi Madisa, Mark Steyn the CFO and Gillian McMahon, an executive director. After these adjustments, the alignment of the executives’ basic remuneration is now complete.

Short-term incentives (FY2022)

The performance measures and targets generating the awards were:

• HEPS growth (40% weighting) measured on a linear basis between the threshold (real growth), target (1% real growth) and stretch (4% real growth) hurdles. GDP and inflation are weighted based on the geographic mix of trading profit;
• ROFE (30% weighting) measured on a linear basis between the threshold 24%, target 25% and stretch 30% hurdles;
• Sustainability (15% weighting) metrics which include social, environmental and governance elements, measured on a linear basis between pre-set threshold, target and stretch hurdles evaluated by the Group Social, ethics and transformation committee; and
• Strategic (15% weighting) metrics which include strategic decision making, innovation and return uplift on major acquisitions over a three year period to be evaluated by the Group Acquisitions committee.

In the prior years, the Remuneration committee exercised its discretion in allowing the exclusion of the COVID-19 charges in calculating the headline earnings growth and ROFE. This adjusted FY2021 headline earnings formed the base from which growth was determined (i.e. a higher base was used than the actual reported). FY2022 headline earnings did not include any COVID-19 charge but the non-cash deferred taxation adjustment of R256 million due to a UK legislation change was excluded.

In its discretion, the Acquisition committee awarded a 95% score (“greatly exceeds expectations”) for the strategic metric after considering the successful inaugural international bond placement at an extremely attractive interest rate which diversified the funding sources of the Group and extended the maturity profile into FY2027. This is a key enabler of Bidvest’s international acquisitive growth ambitions. Strong organic growth and the bolt-on acquisitions by Noonan in the second half of FY2021 started to yield the scale and broader service offering benefits as demonstrated by the trebling of the ROIC generated by Noonan between FY2017 and FY2022. Several smaller bolt-on acquisitions were completed, investments made into increased capacity and operational restructuring executed. Innovation and technology efforts stepped up across all businesses. Particularly encouraging was the new sustainability-focused products and services launched which add value to both customers and the environment (for example cobots, water efficient taps, luggage comprising recycled material, no-cover counter books, etc.). The capabilities of ALICE were broadened and a virtual academy was launched to address the relevant IT skill shortage bottleneck.

The bonus outcomes were calculated as follows:

		Weighting	Threshold 30%	Target 65%	Stretch 100%	Actual	Outcome	Weighted outcome
HEPS growth		40%	8.78%	9.78%	12.78%	24%	100%	40.00%
ROFE		30%	24%	25%	30%	37%	100%	30.00%
Sustainability		15%					85%	12.81%
Environmental		5%						3.95%
	Reduction in Scope 1&2 emissions and water intensity (FY19 base; focus businesses)			0-5%	5%+	28%	100%
	Code of Ethical Purchasing (or equivalent) declarations (based on # of offshore suppliers)		50%	70%	80%	66%	58%
Social		5%						5.00%
	African appointments (top and senior management)		40%	45%	50%	58%	100%
	Local procurement with B-BBEE L1-4 suppliers		55%	60%	65%	74%	100%
Governance		5%						3.85%
	B-BBEE rating for 80% of all operating businesses		min L5	min L4	min L3	L4	65%
	ALICE score (quarterly aver)		50%	40%	30%	33%	89%
Strategic		15%					95%	14.25%
			Assess against portfolio of evidence.
	Execution of strategy		Scoring table
	Return uplift on major acquisitions (3yrs)		Sequential improvement in return
			Assess against portfolio of evidence.
	Innovation & technology		Scoring table
		100%						97.06%
Maximum STI as a % of CTC (B)							165% (CEO) and 150% (EDs)
Overall score as % of CTC (A x B)							160% (CEO) and 146% (EDs)

Long term incentives

In line with the disclosure format recommended by King IV^TM, information relating to LTIs awarded, vested and settled during FY2022 as well as outstanding LTIs are disclosed.

No new shares were issued to fulfil obligations in terms of the Group’s incentive plans.

Further details pertaining to the above are contained in the table titled “Unvested long-term incentive awards and cash value of settled awards” in the Annexure .

Long-term incentives awarded during 2022

All executive directors are awarded CSP awards. The following performance targets, weightings and performance periods apply to the CSPs awarded during 2022 and are to be tested over a three-year period that commenced on 1 July 2021. 75% of the awards will vest after three years while the remaining 25% will vest after four years.

Performance conditions and weighting	Detail of performance conditions	Vesting profile
HEPS growth (30%) ROFE (30%) Sustainability metrics (20%), which include social, environmental and governance measures. Strategic metrics (20%), which include specific aspects that are critical to building a business that creates value and will endure the test of time.	Three-year compound HEPS growth: Threshold – real growth Target – 1.5% real growth Stretch – 5% real growth. Three-year average ROFE: Threshold – 24% Target – 25% Stretch – 28%. Average annual calculated outcome over three years as it relates to sustainability metrics. Average annual calculated outcome over three years as it relates to strategic metrics as guided by the Acquisition committee.	HEPS, ROFE and Sustainability: Below threshold – 0% vesting At threshold – 30% vesting Target – 60% vesting Stretch – 100% vesting, where linear vesting will occur between the hurdles. The vesting of the strategic metrics awards will be determined by the Group Acquisition committee.

The CSPs awarded during FY2022 at a target using the 20-day VWAP price as at 30 June 2021, can be expressed as 111% and 105% of CEO and average executive director CTC, respectively. This award was based on a benchmarking exercise performed by the committee’s standing advisors.

Nonqaba Katamzi, as Group company secretary during FY2022, was awarded 22 000 SAR in December 2021 at an award price of R168.61 per share.

Long-term incentives vesting during FY2022

The remaining 25% of the 2018 accrued awards vested in September 2022.

The 2019 CSP awards were tested against performance targets over a three-year period which commenced 1 July 2019. Based on the actual performance and assigned weightings, 87% of awards accrued to beneficiaries with 75% having vested in September 2022 and the remaining 25% vesting in September 2023.

2019 award

KPI	Weighting	Targets threshold 30% of Max	Target 60% of Max	Stretch 100% of Max	Actual performance	Outcome	Weighted outcome
HEPS	40%	12.84%	15.84%	18.84%	16.82%	73.09%	29.24%
ROFE	20%	20.00%	21.00%	24.00%	30.54%	100.00%	20.00%
Strategic actions	10%					91.67%	9.17%
Sustainability	10%					88.46%	8.85%
Overall score as a % of stretch [A]							87.25%

Long-term incentives settled during FY2022

Details relating to the settlement of long-term incentives are contained in the tables.

Outstanding long-term incentives

As at 30 June 2022, the vesting of the CSP rights granted in 2020 and 2021, are estimated to be achieved as follows:

Performance conditions	Weighting	Vesting	2020 awards Weighted outcome		Performance conditions	Weighting	Vesting	2021 awards Weighted outcome
HEPS	20%	100.00%	20.00%		HEPS	30%	100.00%	30.00%
ROFE	20%	100.00%	20.00%		ROFE	30%	100.00%	30.00%
Relative TSR	20%	100.00%	20.00%
Strategic actions	20%	97.50%	19.50%		Strategic actions	20%	95.00%	19.00%
Sustainability	20%	87.69%	17.54%		Sustainability	20%	85.37%	17.07%
Expected vesting			97.04%		Expected vesting			96.07%

Total remuneration outcomes

Single figure of remuneration

The total remuneration outcomes are reflected below, comprising salary and benefits, cash incentives for FY2022 and long-term incentives where the performance period ended in FY2022. With reference to actual total pay during FY2022, Mpumi Madisa (R4.2 million), Mark Steyn (R3.4 million) and Gillian McMahon (R2.9 million) realised benefit from the exercise of CSPs which previously vested.

2022 R000s	Basic remuneration	Retirement/ medical benefits	Other benefits and costs	Cash incentives	LTIP reflected1	Single figure
Director
NT Madisa	10 501	757	351	17 936	11 510	41 055
GC McMahon	4 447	345	256	7 097	7 774	19 920
MJ Steyn	5 640	273	308	8 735	9 961	24 917

1	LTIP reflected includes:

 

Type of award	Note	Award Date	Tranche/%	Bidvest 20 Day VWAP	Vesting date
Conditional shares	2	3/12/2018	25%	213.50	3/12/2022
Conditional shares	2	28/11/2019	75%	213.50	28/11/2022
SAR	2	9/11/2017	3	213.50	9/11/2022

2	The LTIP reflected is at the intrinsic value based on the 20-day VWAP as at 30 June 2022 for Bidvest and the actual number of shares that are going to vest.

With reference to actual total pay during FY2021, Mpumi Madisa (R2.2 million), Gillian McMahon (R1.2 million) and Lindsay Ralphs (R11.2 million) realised benefit from the exercise of CSPs which previously vested.

2021 R000s	Basic remuneration	Retirement/ medical benefits	Other benefits and costs	Cash incentives	LTIP reflected	Single figure
Director
NT Madisa	8 099	589	183	13 935	3 996	26 802
GC McMahon	3 176	315	192	5 292	2 821	11 796
LP Ralphs1	6 207	522	459	–	12 505	19 693
MJ Steyn	4 174	266	222	6 626	4 046	15 334

1	Retired 30 September 2020.

LTIP reflected includes:

LTIP reflects early vesting on a proportional time-based basis and taking into account cumulative performance conditions for his outstanding CSPs in terms of the Bidvest Scheme Rules.

Type of award	Note	Award date	Tranche/%	Bidvest 20 Day VWAP	Vesting date
Conditional shares	3	27/11/2017	25%	193.54	18/09/2021
Conditional shares	3	03/12/2018	75%	193.54	03/12/2021
SAR	3	07/11/2016	3	193.54	07/11/2021
SAR	3	09/11/2017	2	193.54	09/11/2021

3	The LTIP reflected is at the intrinsic value based on the 20-day VWAP as at 30 June 2021 for Bidvest and the actual number of shares that are going to vest

Non-executive director remuneration

The remuneration paid to non-executive directors while in office of the Company during the year ended 30 June 2022 is analysed as follows:

Directors	Directors’ fees R’000	As directors of subsidiary companies and other services R’000	2022 Total emoluments R’000	2021 Total emoluments R’000
L Boyce	984	328	1 311	232
EK Diack3	–	–	–	1 114
FN Khanyile1	366	–	366	–
MG Khumalo1	381	–	381	–
AK Maditse2	–	–	–	654
SN Mabaso-Konyana	1 176	–	1 176	272
S Masinga	832	–	832	745
BF Mohale	2 270	–	2 270	1 664
RK Mokate	1 261	–	1 261	956
NG Payne3	–	–	–	1 766
MD Ruck4	–	–	–	496
N Siyotula	715	–	715	692
NW Thomson	875	–	875	846
	8 861	328	9 189	9 437

1	Appointed 3 January 2022; 2 Retired 1 April 2021; 3 Retired from The Bidvest Group board with effect from 28 November 2019, disclosed remuneration is for the 12-months ended 30 June 2021; and 5 Resigned 30 June 2021.

It is proposed that a 7.5% increase in non-executive directors’ fees for FY2023 be approved in line with the wage and salary increases approved across the Group.

	Basic per annum	Per meeting attended
Chairman1	1 875 731
Lead independent	242 030
Board members	125 197	50 284
Audit committee chairman	356 896	56 441
Audit committee member	94 283	41 048
Remuneration committee chairman	160 345	38 740
Remuneration committee member		44 255
Nominations committee member		40 791
Acquisitions committee chairman	107 367	45 666
Acquisitions committee member		47 975
Risk committee chairman	190 361	33 608
Risk committee member		35 661
Social, ethics and transformation committee chairman	114 165	33 608
Social, ethics and transformation member		22 858
Ad hoc meetings		24 372

1	Chairman’s fees cover chairmanship and membership of all board committees.

The above fees are proposed net of VAT which may become payable thereon to directors, depending on the status of the individual director’s tax position.

Refer to special resolution 1 of the notice of AGM for approval of the fees by shareholders in terms of section 66 of the Companies Act.

Non-binding advisory vote

Shareholders are requested to evaluate whether or not the remuneration policy adopted last year was effectively implemented in the year that ended 30 June 2022 by casting an advisory vote on the remuneration implementation report as contained in Part 2 of this report.

Approval

This remuneration report was approved by the board of directors of Bidvest. Signed on behalf of the board of directors.

Norman Thomson
Remuneration committee chairman

Annexure:

Unexercised and/or unvested long-term incentive awards and cash value of settled awards Valuation methodology applied

Names	Opening Number on 1 July 2020	Granted during 2021	Forfeited/ lapsed during 2021	Settled/ exercised during 2021	Closing Number on 30 June 2021	Cash value on settlement during 2021	Closing Fair Value at 30 June 2021
NT Madisa
Conditional Share Plan
24/10/2016	4 429	–	–	4 429	–	622 105	–
27/11/2017	30 000	–	15 197	11 102	3 701	1 559 054	704 839
03/12/2018	40 000	–	–	–	40 000	–	4 353 922
28/11/2019	75 000		–	–	75 000		7 960 769
27/11/2020	–	134 000	–	–	134 000		22 059 099
03/12/2021
Replacement rights (Options)
05/04/2013
– Tranche 1
– Tranche 2
– Tranche 3
13/03/2014	6 250	–	–	–	6 250	–	1 648 872
– Tranche 1	–	–	–	–	–	–	–
– Tranche 2	–	–	–	–	–	–	–
– Tranche 3	6 250	–	–	–	6 250	–	1 648 872
03/11/2014	–	–	–	–	–	–	–
– Tranche 1	–	–	–	–	–	–	–
– Tranche 2	–	–	–	–	–	–	–
–Tranche 3	–	–	–	–	–	–	–
11/12/2015	20 000	–	–	–	20 000	–	3 996 390
– Tranche 1	–	–	–	–	–	–
– Tranche 2	10 000	–	–	–	10 000	–	1 998 195
– Tranche 3	10 000	–	–	–	10 000	–	1 998 195
Total	175 679	134 000	15 197	15 531	278 951	2 181 159	40 723 889

Names	Strike price R	Granted during 2022	Forfeited/ lapsed during 2022	Settled/ exercised during 2022	Closing Number on 30 June 2022	Cash value on settlement during 2022	Closing Fair Value at 30 June 2022	Strike price R
NT Madisa
Conditional Share Plan
24/10/2016		–	–	–	–		–
27/11/2017		–	–	3 701	–	732 798	–
03/12/2018		–	16 959	17 281	5 760	3 421 638	1 209 115
28/11/2019		–	–	–	75 000		13 615 258
27/11/2020		–	–	–	134 000		26 115 082
03/12/2021		107 000	–	–	107 000		19 942 425
Replacement rights (Options)
05/04/2013
– Tranche 1
– Tranche 2
– Tranche 3
13/03/2014	238	–	–	–	6 250	–	1 814 665
– Tranche 1		–	–	–	–	–	–
– Tranche 2		–	–	–	–	–	–
– Tranche 3		–	–	–	6 250	–	1 814 665
03/11/2014	270	–	–	–	–	–	–
– Tranche 1		–	–	–	–	–	–
– Tranche 2		–	–	–	–	–	–
–Tranche 3		–	–	–	–	–	–
11/12/2015	302	–	–	–	20 000	–	4 526 927
– Tranche 1		–	–	–	–	–
– Tranche 2		–	–	–	10 000	–	2 263 464
– Tranche 3		–	–	–	10 000	–	2 263 464
Total		107 000	16 959	20 982	348 010	4 154 436	67 223 471

Names	Opening Number on 1 July 2020	Granted during 2021	Forfeited/ lapsed during 2021	Settled/ exercised during 2021	Closing Number on 30 June 2021	Cash value on settlement during 2021	Closing Fair Value at 30 June 2021
MJ Steyn
Conditional Share Plan
03/12/2018	40 000	–	–	–	40 000	–	4 353 922
28/11/2019	60 000	–	–	–	60 000	–	6 368 615
27/11/2020	–	57 000	–	–	57 000		9 383 348
03/12/2021
SARS
07/11/2016	40 000	–	–	–	40 000	–	1 846 070
– Tranche 1	20 000	–	–	–	20 000	–	938 535
– Tranche 2	10 000	–	–	–	10 000	–	469 268
– Tranche 3	10 000	–	–	–	10 000	–	438 268
09/11/2017	40 000	–	–	–	40 000	–	1 520 277
– Tranche 1	20 000	–	–	–	20 000	–	695 735
– Tranche 2	10 000	–	–	–	10 000	–	316 868
– Tranche 3	10 000	–		–	10 000		507 675
Replacement rights (Options)
05/04/2013	–	–	–	–	–	–	–
– Tranche 1	–	–	–	–	–		–
– Tranche 2	–	–	–	–	–		–
– Tranche 3	–	–		–	–		–
13/03/2014	–	–	–	–	–	–	–
– Tranche 1	–	–	–	–	–		–
– Tranche 2	–	–	–	–	–		–
– Tranche 3	–	–	–	–	–		–
09/10/2014	3 750	–	–	–	3 750	–	939 861
– Tranche 1	–	–	–	–	–	–	–
– Tranche 2	1 875	–	–	–	1 875	–	469 930
– Tranche 3	1 875	–	–	–	1 875	–	469 930
11/12/2015	7 500	–	–	–	7 500	–	1 498 646
– Tranche 1	–	–	–	–	–	–	–
– Tranche 2	3 750	–	–	–	3 750	–	749 323
– Tranche 3	3 750	–	–	–	3 750	–	749 323
Total	191 250	57 000	–	–	248 250	–	25 910 739

Names	Strike price R	Granted during 2022	Forfeited/ lapsed during 2022	Settled/ exercised during 2022	Closing Number on 30 June 2022	Cash value on settlement during 2022	Closing Fair Value at 30 June 2022	Strike price R
MJ Steyn
Conditional Share Plan
03/12/2018		–	16 959	17 281	5 760	3 421 638	1 209 115
28/11/2019		–	–	–	60 000		10 892 207
27/11/2020		–	–	–	57 000		11 108 654
03/12/2021		54 000	–	–	54 000		10 064 401
SARS
07/11/2016	147	–	–	–	40 000	–	2 675 600
– Tranche 1		–	–	–	20 000	–	1 337 800
– Tranche 2		–	–	–	10 000	–	668 900
– Tranche 3		–	–	–	10 000	–	668 900
09/11/2017	159	–	–	–	40 000	–	2 153 600
– Tranche 1		–	–	–	20 000	–	1 095 000
– Tranche 2		–	–	–	10 000	–	547 500
– Tranche 3		–		–	10 000		511 100
Replacement rights (Options)
05/04/2013	209	–	–	–	–	–	–
– Tranche 1		–	–	–	–		–
– Tranche 2		–	–	–	–		–
– Tranche 3		–		–	–		–
13/03/2014	238	–	–	–	–	–	–
– Tranche 1		–	–	–	–		–
– Tranche 2		–	–	–	–		–
– Tranche 3		–	–	–	–		–
09/10/2014	251	–	–	–	3 750	–	1 039 336
– Tranche 1		–	–	–	–	–	–
– Tranche 2		–	–	–	1 875	–	519 668
– Tranche 3		–	–	–	1 875	–	519 668
11/12/2015	302	–	–	–	7 500	–	1 697 598
– Tranche 1		–	–	–	–	–	–
– Tranche 2		–	–	–	3 750	–	848 799
– Tranche 3		–	–	–	3 750	–	848 799
Total		54 000	16 959	17 281	268 010	3 421 638	40 840 511

Names	Opening Number on 1 July 2020	Granted during 2021	Forfeited/ lapsed during 2021	Settled/ exercised during 2021	Closing Number on 30 June 2021	Cash value on settlement during 2021	Closing Fair Value at 30 June 2021
GC McMahon
Conditional Share Plan
24/10/2016	2 658	–	–	2 658	–	373 263	–
27/11/2017	15 000	–	7 600	5 550	1 850	779 387	352 419
03/12/2018	30 000	–	–	–	30 000	–	3 265 441
28/11/2019	50 000		–	–	50 000	–	5 307 179
27/11/2020	–	46 000	–	–	46 000		7 572 526
03/12/2021
Replacement rights (Options)
05/04/2013	–	–	–	–	–	–	–
– Tranche 1	–	–	–	–	–	–	–
– Tranche 2	–	–	–	–	–	–	–
– Tranche 3	–	–	–	–	–	–	–
13/03/2014	–	–	–	–	–	–	–
– Tranche 1	–	–	–	–	–	–	–
– Tranche 2	–	–	–	–	–		–
– Tranche 3	–	–	–	–	–		–
09/10/2014	5 000	–	–	–	5 000	–	1 253 147
– Tranche 1	–	–	–	–	–	–	–
– Tranche 2	–	–	–	–	–	–	–
– Tranche 3	5 000	–	–	–	5 000	–	1 253 147
11/12/2015	15 000	–	–	–	15 000	–	2 997 292
– Tranche 1	–	–	–	–	–
– Tranche 2	7 500	–	–	–	7 500	–	1 498 646
– Tranche 3	7 500	–	–	–	7 500	–	1 498 646
Total	117 658	46 000	7 600	8 208	147 850	1 152 649	–  20 748 006

Names	Strike price R	Granted during 2022	Forfeited/ lapsed during 2022	Settled/ exercised during 2022	Closing Number on 30 June 2022	Cash value on settlement during 2022	Closing Fair Value at 30 June 2022	Strike price R
GC McMahon
Conditional Share Plan
24/10/2016		–	–	–	–		–
27/11/2017		–	–	1 850	–	366 300	–
03/12/2018		–	12 719	12 961	4 320	2 566 278	906 836
28/11/2019		–	–	–	50 000		9 076 839
27/11/2020		–	–	–	46 000		8 964 879
03/12/2021		44 000	–	–	44 000		8 200 623
Replacement rights (Options)
05/04/2013	209	–	–	–	–	–	–	209
– Tranche 1		–	–	–	–	–	–
– Tranche 2		–	–	–	–	–	–
– Tranche 3		–	–	–	–	–	–
13/03/2014	238	–	–	–	–	–	–	238
– Tranche 1		–	–	–	–	–	–
– Tranche 2		–	–	–	–		–
– Tranche 3		–	–	–	–		–
09/10/2014	251	–	–	–	5 000	–	1 385 782	251
– Tranche 1		–	–	–	–	–	–
– Tranche 2		–	–	–	–	–	–
– Tranche 3		–	–	–	5 000	–	1 385 782
11/12/2015	302	–	–	–	15 000	–	3 395 195	302
– Tranche 1		–	–	–	–
– Tranche 2		–	–	–	7 500	–	1 697 598
– Tranche 3		–	–	–	7 500	–	1 697 598
Total		44 000	12 719	14 811	164 320	2 932 578	31 930 154

Names	Opening Number on 1 July 2020	Granted during 2021	Forfeited/ lapsed during 2021	Settled/ exercised during 2021	Closing Number on 30 June 2021	Cash value on settlement during 2021	Closing Fair Value at 30 June 2021
LP Ralphs
Conditional Share Plan
11/12/2015	20 879	–	–	20 879	–	2 932 038	–
24/10/2016	17 717	–	–	17 717	–	2 487 998	–
27/11/2017	112 000	–	56 736	41 448	13 816	5 820 543	2 631 399
03/12/2018	120 000	–	68 157	–	51 843	–	13 061 766
28/11/2019	150 000	–	150 000	–	–	–	–
Total	420 596	–	274 893	80 044	65 659	11 240 579	15 693 164

Names	Strike price R	Granted during 2022	Forfeited/ lapsed during 2022	Settled/ exercised during 2022	Closing Number on 30 June 2022	Cash value on settlement during 2022	Closing Fair Value at 30 June 2022	Strike price R
LP Ralphs
Conditional Share Plan
11/12/2015		–	–	–	–		–
24/10/2016		–	–	–	–		–
27/11/2017		–	–	13 816	–	2 735 568	–
03/12/2018		–	–	51 843	–	10 264 914	–
28/11/2019		–	–	–	–	–	–
Total		–	–	65 659	–	13 000 482	–

Valuation methodology applied

			VALUATION METHODOLOGY APPLIED			2022 Valuation		2021 Valuation
TYPE OF AWARD	AWARD DATE	TRANCHE*	MARKET VALUE ESTIMATION USING	INTRINSIC**		Bidvest 20 Day VWAP	Bidcorp 20 Day VWAP	Bidvest 20 Day VWAP	Bidcorp 20 Day VWAP
Conditional share	03/12/2018	n/a		✓		213.50	n/a	193.54	n/a
Conditional share	28/11/2019	n/a	✓	✓		213.50	n/a	193.54	n/a
Conditional share	27/11/2020	n/a	✓			213.50	n/a	193.54	n/a
Conditional share	03/12/2021	n/a	✓			213.50	n/a	193.54	n/a
Replacement share	09/10/2014	n/a		✓		213.50	314.39	193.54	307.82
Replacement share	03/11/2014	n/a		✓		213.50	314.39	193.54	307.82
Replacement share	11/12/2015	n/a		✓		213.50	314.39	193.54	307.82
Replacement share	11/12/2015	n/a		✓		213.50	314.39	193.54	307.82
SARS	07/11/2016	n/a		✓		213.50	n/a	193.54	n/a
SARS	07/11/2016	n/a		✓		213.50	n/a	193.54	n/a
SARS	09/11/2017	n/a		✓		213.50	n/a	193.54	n/a
SARS	09/11/2017	n/a		✓		213.50	n/a	193.54	n/a

TYPE OF AWARD	Strike Price	Performance conditions Vesting %	Performance conditions	Vesting date
Conditional share	n/a	58%	✓	25% – 30/09/2022
Conditional share	n/a	87%	✓	75% – 30/09/2022 25% – 30/09/2023
Conditional share	n/a	97%	✓	75% – 30/09/2023 25% – 30/09/2024
Conditional share	n/a	96%	✓	75% – 30/09/2024 25% – 30/09/2025
Replacement share	250.73	n/a	x	Fully Vested
Replacement share	269.95	n/a	x	Fully Vested
Replacement share	301.54	n/a	x	Fully Vested
Replacement share	301.54	n/a	x	Fully Vested
SARS	146.61	n/a	x	Fully Vested
SARS	146.61	n/a	x	Fully Vested
SARS	158.75	n/a	x	Fully Vested
SARS	158.75	n/a	x	25% – 09/11/2022