Remuneration
Committee report

The Remuneration Committee report comprises three sections:

Section A Letter from the Chairman of the Remuneration Committee summarising key remuneration considerations and decisions as well as highlighting internal and external factors influencing remuneration during the year under review.
Section B The remuneration philosophy, policy and framework.
Section C The application of the remuneration policy during the year under review.
  • Meeting attendance for the committee is set out in the Corporate Governance report.
  • Each member’s qualifications and experience is set out in their profiles.
  • Details of fees paid to committee members appear in note 32 of the annual financial statements.

REMUNERATION COMMITTEE MEMBERSHIP

MEMBERS
E Oblowitz (Chairman)
F Abrahams
D Friedland
M Lewis

INVITEES
A D Murray

SECTION A: Letter from the Chairman of the Remuneration Committee

Dear Shareholders

I present to you the Remuneration Committee report for the 2018 financial year (FY) on behalf of the Remuneration Committee (Remco). This report summarises the philosophy, principles and approaches to remuneration at TFG as it applies to executive directors, non-executive directors (NEDs) and other employees. It details the Remco-approved policy and principles for each of the primary components of the remuneration policy. The structure and content of the report is aligned with the King IV Report on Corporate Governance™ (King IV™) and the JSE Listings Requirements.

The year in review

Locally and internationally, retailers face an extremely competitive environment; in the domestic context, the recent sovereign downgrades, political uncertainty and sluggish economy have had an effect on the industry. Despite these conditions, TFG has performed relatively well. For the year ended 31 March 2018, the Group achieved positive results, with a 21,4% increase in Group turnover, 3,4% increase in headline earnings per share, and a 44,8% increase in the generation of free cash flow. More information on TFG’s performance is set out in the Chief Executive Officer’s (CEO’s) report. Variable pay is linked to the Group’s financial performance. As a result, the financial performance target for the short-term incentive (STI) was achieved. The long-term incentive (LTI) performance metrics were achieved as well, with 100% vesting in respect of the share appreciation rights (SARs) award and 100% vesting of performance shares awarded under the forfeitable share plan. More detail in this regard is set out in section C of this report.

+44,8%
increase in the generation of free cash flow

Key activities undertaken by the Remco during FY2018:

The key activities of the Remco in FY2018 are summarised below.

  • Total remuneration was benchmarked by external remuneration advisors (PwC) for executives and board members. The findings were presented at the Remco meeting in November 2017.
  • Reviewed the total reward structures of our International operations.
  • Reviewed and approved the remuneration report, incorporating King IV™ practices and the JSE Listings Requirements, for publication in the 2018 integrated annual report.
  • Considered and approved salary increases for our South African, African and International operations.
  • Reviewed NED fees (VAT exclusive) to be approved by shareholders at the 2018 annual general meeting (AGM).
  • As set out in the 2017 integrated annual report, ROCE targets were taken into consideration and targets for the period FY2017 to FY2019 and the period FY2018 to FY2020 were approved by Remco.
  • TFG supports the principle of fair and responsible pay and to this end, the Remco reviewed the practices in the business to ensure that the applicable processes have been implemented.
  • After conducting a review of TFG’s internal salary levels, the Remco satisfied itself that TFG salary ranges at all pay grades are fairly aligned to the market. Remco is also satisfied that there are no unjustified differentials in salary across gender and race for similar jobs within the Group.
  • A pay differential analysis across the six occupational categories for the last three years was presented to Remco and to the Social and Ethics Committee showing a year-on-year improvement in the identified focus areas. This exercise will be conducted on an annual basis with a particular focus on tracking progress on remuneration for our customer-facing employees.
  • Designed and implemented an incentive programme and reviewed the commission structure for selected divisions.

Future areas of focus

The Remco considers the remuneration policy to be aligned with TFG’s overall business strategy and long-term objectives, and we continuously examine areas of advancement considering shareholder feedback and market best practice. The table below contains several forward-looking considerations, as determined by the Remco.

TFG believes that the introduction of the TFG minimum range supports the Group’s commitment to fair and responsible pay and will ensure that employees are paid above the retail sector minimum wage.

Shareholder advisory services and investor engagement

We actively engage with investors on at least an annual basis and this process informs best practice and related enhancements to our remuneration policy. We have taken note of the engagement feedback received from shareholder advisors and investors as part of the 2017 AGM process.

The key engagement points raised, and our responses to each, are set out in the table below.

Announcements

As previously indicated on 7 June 2016 and as was announced on SENS on 12 March 2018 and 24 May 2018, Doug Murray will retire as CEO of the Group on 3 September 2018 after 33 years’ service, 11 of which were as CEO. Doug will retire from the Group at the end of September 2018. Given his wealth of knowledge and experience in the international retail sector in general and TFG in particular, the Board has agreed to appoint Doug as a consultant to the end of September 2019 and as an NED from 1 October 2019. The Board expresses its immense gratitude for the significant contribution made by Doug during his tenure and look forward to his continued involvement with the Group.

As indicated, Anthony Thunström, currently the CFO of the Group, became the CEO Designate on 12 March 2018 and will assume the position of CEO on 3 September 2018. At the date of this report, the process to recruit a CFO is well advanced.

External advisors

The Remco has maintained PwC as independent specialist advisors on certain retained matters of remuneration (i.e. King IV™ compliance, best practice, JSE Listings Requirements and benchmarking). We are satisfied that PwC acted independently and objectively in providing their advice and services to TFG.

Annual general meeting (AGM)

At the AGM held on 6 September 2017, TFG received a 69,71% non-binding advisory vote in favour of the remuneration policy. This is a material improvement on the prior year’s results, and reflects the results of our continued and responsive engagement with our shareholders.

During FY18 we took a proactive approach to review our remuneration policy in light of investor feedback and made a number of changes which we believe support TFG’s business strategy. The Remco is satisfied that the remuneration policy achieved its stated objectives in the year under review. Furthermore, section B and section C of this report (containing the 2019 remuneration policy and 2018 implementation report respectively) will be put to two separate non-binding votes at the 2018 AGM, in line with the JSE Listings Requirements. We look forward to your positive vote in favour of our policy and implementation thereof.

E Oblowitz

Chairman: Remuneration Committee

29 June 2018

SECTION B: Remuneration policy

THE REMCO

The Remco is an authorised board committee, that reviews and makes remuneration policy recommendations for final approval by the Supervisory Board.

The Remco’s responsibilities are set out in the TFG Remco Charter which is available on the TFG website. The committee fulfilled its responsibilities in accordance with its charter during the 2018 financial year.

The Remco members, all of whom are independent NEDs, and their meeting attendance details are set out in the Corporate Governance report.

In line with best practice, the Remco meets four times per annum. On certain topics relating to remuneration, the Remco may observe contributions of key individuals invited to attend these meetings, including:

  • the CEO;
  • relevant Group directors;
  • the Head of TFG Remuneration, Benefits and Wellness; and
  • appointed external advisors.

PRINCIPLES AND PHILOSOPHY

Remco determines TFG’s remuneration policy which aims to attract, engage and retain the best talent that is essential for the implementation of its business strategy and the achievement of its performance objectives. The remuneration policy is an enabler for creating sustainable and long-term returns for shareholders and conforms to TFG’s approved risk and governance framework.

The policy seeks to achieve the following principal objectives:

  • External equity – employees are rewarded in line with the benchmarks in national and retail markets, taking all relevant and appropriate factors into account;
  • Internal equity – employees are remunerated fairly in relation to each other, in recognition of their individual contribution and accountability;
  • Performance alignment – ensuring employees are aware of the requirements of strong short-term and long-term performance as well as its rewards; and
  • An appropriate remuneration mix – establishing a balance between base pay, benefits, STI and LTI.

FAIR AND RESPONSIBLE REMUNERATION

Remuneration must be balanced with attractive benefits, an enjoyable, ethical and values-based working environment and the opportunity for employees to develop and grow in a respectful, collaborative, competitive, career-oriented environment. TFG believes that a sound employee value proposition (EVP) ensures a healthy balance between remuneration (financial rewards) and non-financial rewards.

TFG continues to support the South African government’s strategy of job creation and skills development by investing in key skills needed to sustain and grow the retail and manufacturing sectors and its own workforce. The focus has been on driving development for our customer-facing employees and merchants via The TFG Retail Academy. Our Prestige factories offer key manufacturing support to the Group and our training schools ensure our employees are formally trained and can graduate with an NQF level 2 qualification. In addition, our Sector Education and Training Authorities (SETA) initiatives are also incorporated into our Academy giving our customer-facing employees an opportunity to develop their retail and leadership skills. Supporting this, TFG has been accredited as a training provider with the Wholesale and Retail SETA and the Department of Education (DoE) enabling us to employ, train and develop 350 customer-facing employees each year and award them with a retail qualification.

TFG is committed to fair and responsible remuneration across all levels of employees within the Group. The Group provides all employees with the opportunity to grow their career with TFG through training, upskilling and opportunity to apply for positions internally. As such, employees who join the Group at an entry level salary are provided with opportunities to grow their earnings well above the entry level. Customer-facing employees’ remuneration is further supplemented with store and brand-based STIs and commissions.

To ensure that employees are rewarded appropriately for their contribution in upholding the four strategic pillars and in line with their individual performance metrics, the remuneration policy is designed to recognise and fairly reward individual performance, behaviour and responsibility.

The TFG remuneration policy is designed to achieve a fair and sustainable balance between guaranteed pay, STIs and LTIs for all TFG employees. The remuneration policy is applicable to all employees of the Group and participation in STI and LTI schemes are dependent on the individual’s organisational level within the Group.

To support the principle of fair and responsible remuneration TFG conducts the following:

  • A performance review is conducted biannually with all employees from which talent maps are produced to identify high-performing employees who demonstrate potential. Training and development initiatives are identified to advance these employees’ careers as well as pay progression aligned with their actual performance and experience.
  • An annual exercise is undertaken to identify and address unjustified income differentials between employees doing work that is the same or substantially the same, or work of equal value, as part of the Employment Equity Report (EEA4) submission to the Department of Labour.
  • Annual monitoring of TFG’s internal Gini coefficient (i.e. the ratio of income dispersion between the different levels) to ensure it is within reasonable benchmarks nationally and within the SA retail industry benchmark.
  • Regular total remuneration benchmarking against selected peer groups is conducted by external remuneration specialist advisors (PwC) for executives and board members.
  • The selected peer groups for benchmarking purposes include companies from the retail sector and companies with a similar market capitalisation.

REMUNERATION MIX CATEGORIES

The remuneration mix includes various elements categorised as follows:

  • TGP: Made up of base pay and benefits
  • STI: A variable component of remuneration, comprising performance-driven incentive bonuses
  • LTI: A variable component of remuneration, comprising SARs and full shares

Total guaranteed pay (TGP)

Base pay

Attracts and retains key talent, with focus on external market equity, internal equity as well as equal pay for work of equal value

Base pay consists of the following, and applies to all permanent employees:

  • Pensionable salary;
  • Tenure-based 13th cheque for permanent employees Peromnes* Grade 6 and below.

Base pay is determined by taking into account various salary ranges, which define a maximum, midpoint and minimum salary acceptable for each role.

* TFG has two grading structures in place i.e. a Peromnes grading for employees falling in level Grade 6 and below and Paterson grading for employees falling in level D3 and above.

External and internal equity

TFG seeks to create both external and internal equity when determining base pay, taking into consideration TFG’s affordability and trading conditions.

External equity: best practice remuneration strategy, processes and guidance that position TFG salary ranges at the most appropriate levels to ensure that we are competitive to market for each role.

Internal equity: best practice talent processes that ensure that employees are placed within TFG ranges at the most appropriate position, with equitable and appropriate differentiation relative to each other.

In order to achieve external and internal equity, TFG relies on market information (job evaluation and identification of job families) and TFG’s pay position strategy (50th percentile). An employee’s positioning in the salary scale will depend on (among other factors) performance and/or proficiency in the role. TFG also considers external and internal equity when employees are being promoted or when conducting annual reviews and/or merit increases.

Base pay increases are awarded based on guidelines determined with reference to direct comparable industry peers, independent market surveys such as the PwC REMchannel® salary survey and Korn Ferry Hay Group’s salary survey, and national economic indicators. The Remco also takes past and current Group trading performance and current economic indicators into account when determining the annual increase guidelines.

Benefits

Influences attraction and retention of key talent

Benefits consist of the following, and applies to all permanent employees:

^ Contributions to retirement savings are based on pensionable salary and no element of variable pay is regarded as pensionable.

Variable pay

Variable pay (STIs and LTIs) is linked to performance in order to support sustainable growth and responsible corporate citizenship. In line with King IV™, the table below sets out the positive outcomes of the performance measures across the economic, social and environmental context in which TFG operates.

Short-term incentives (STIs)

Rewards employees for achieving or exceeding targeted performance levels

STI overview

There were no changes to the STI policy in the year under review.

The Group annual bonus scheme defines three targeted tiers of performance at both divisional and Group level, with commensurate bonus payments at each of these levels. These levels are defined as threshold, target and stretch.

This structure exists for the following reasons:

  • To drive collaboration between divisions to the overall benefit of the Group; and
  • To reward strong divisional performance while moderating payments where Group performance targets have not been met and thus cannot be fully funded.

Permanent employees from Peromnes Grade 7 (middle management) and above are eligible to participate. The scheme rules are communicated to each participating employee. Any approved bonus payments, and confirmation to employees of the underlying performance measures, are made shortly after publication of the annual financial results.

STI performance metrics

Multiple performance metrics are used to set targets for the payment of STIs. These measures include the following:

The bonus pool for executive management and centralised functions is weighted 100% to EBIT, while the bonus pool for retail brands is weighted 60% to divisional profit before tax and 40% to EBIT.

After calculating the bonus pool using the primary measure, a secondary measure of individual performance is applied to an individual’s base bonus. The purpose of having individual performance as a secondary measure is to support a pay for performance culture. This secondary measure is determined by using the employee’s performance rating.

The range is on a five-point scale as follows:

In line with good practice, these ratings are calibrated to ensure the Group achieves a reasonable distribution curve within the total bonus pool.

The below graph is the actual distribution curve achieved for the previous financial year.

Performance measures for all Operating Board members (including the CEO) as well as all heads of retail brands and heads of functions are aligned with the TFG strategic agenda. CEO objectives are set and assessed by the Chairman of the Supervisory Board. The CFO and Operating Board members’ objectives are set and assessed by the CEO.

STI target setting, STI tiers of performance and related bonus multiple and STI payment multiples

The Remco approves Group bonus targets, using annual profit forecasts as a benchmark (primary measure). The Remco reviews and assesses the achievement of approved Group and divisional targets and then recommends the appropriate bonus payments to the Supervisory Board.

As a major retailer and in accordance with attaining effective operational monitoring, TFG’s profit and other key retail metrics are internally reported in detail on a weekly and monthly basis. This real time reporting of profit (the cornerstone of the EBIT measure) and review by management supports the robust STI design principles and underpinning performance metrics of divisional profit before tax and EBIT.

The following rationale is applied at each tier of performance when determining and approving targets:

OPERATING BOARD

Long-term incentives (LTI)

LTI schemes include SARs and forfeitable shares which align executive and key management interests with those of shareholders.

There were no changes to LTI policy in the year under review.

Share appreciation rights (SARs)

(Foschini 2007 Share Incentive Scheme)
Participants are entitled to receive resultant shares equal in value to the growth in the share price on a defined number of rights between the date of grant and the date of conversion to resultant shares.

All shares issued under this scheme are subject to Group performance criteria, which are tested against inflation-linked Group HEPS targets over a period of three years. The minimum period between grant and conversion is three years, and all rights expire after six years.

Forfeitable shares

(Foschini 2010 Share Incentive Scheme)
Two instruments form part of this scheme, namely Performance Shares and Restricted shares.

Performance criteria and weightings are reviewed on an annual basis and are subject to change as approved by the Remco.

LTI allocation policy

Allocations are made using predefined multiples for each share incentive type based on:

  • Organisational level;
  • Annual base pay; and
  • Targeted pay mixes, given market guidelines appropriate for each organisational level.

Allocations are made annually, on a consistent basis to establish the awards as an accumulating asset in the hands of eligible employees, with the objective of incentivising them to create growth and retain such employees in service for at least three years. With annual allocations, each allocation has a three year vesting period, resulting in each new LTI allocation providing a further three year incentive/retention period. Ad hoc, once-off allocations are exceptional, and will normally represent upfront approved remuneration usually when a senior employee is first employed. Any such exceptional awards to executive directors are disclosed to shareholders.

The allocation levels per role for LTIs (as a percentage of annual base pay) are outlined below:

The allocation levels per role for LTIs (as a percentage of annual base pay) are outlined below:

Benchmarks for the expected value of share awards are reviewed on an annual basis. No changes are made without approval by the Remco, and in turn by the Supervisory Board.

100% of LTI allocations made to the CEO, Operating Board executives and senior executive management are subject to Group performance criteria. LTI shares vest based on the performance criteria applicable to the relevant LTI scheme.

New allocations are not adjusted to compensate for any existing allocations that may be financially underwater.

As part of TFG’s retention strategy of other key senior employees, annual allocations are a defined mix of both performance and restricted shares. However, restricted shares are not allocated where there is another retention mechanism in place, namely a restraint of trade and/or a minimum service agreement.

All allocations are approved by the Remco. The Remco confirms that the principles and scheme rules have been fairly applied in determining each individual’s allocation, and also ensures that the overall share capital dilution and costs are within the defined guidelines.

Dilution limits and manner of settlement

Despite the dilution limits detailed as part of each share scheme’s rules, the Remco guidelines do not permit the total number of shares issued, allocated across all schemes, to exceed the following limits:

  • 1% individual limit
  • 5% company limit

LTI shares are settled through on-market purchases, therefore not resulting in a dilution to shareholders. The usage of the dilution limit in FY2018 is set out in section C of the report.

Vesting on termination and retirement

In line with the scheme rules, the Remco must consider and resolve whether, based on the circumstances, a portion of the unvested LTI may vest as a result of early termination. In the case of normal retirement, death, ill health or retrenchment, all shares vest. In the case of early retirement, the Remco applies defined decision-making guidelines when determining if all or a portion of the shares will vest.

All shares and rights are forfeited upon an employee’s resignation or dismissal in terms of the scheme rules.

REMUNERATION MIX: CEO AND OPERATIng BOARD

The remuneration mix comprises guaranteed pay (base pay and benefits), STI, and LTI for the CEO and the Operating Board. The STI and LTI components of remuneration are designed relative to base pay, in order to achieve an appropriate mix between base pay and STIs and LTIs that drives performance and is aligned to TFG’s business strategy.

Illustration of the CEO and Operating board remuneration mix:

The illustration below depicts the remuneration mix for the CEO and Operating Board, taking into account the current annualised base pay levels; the STI payment at performance tier on target levels; and the annual LTI allocations at expected value on the date of award (for benchmarking purposes). The expected value of the LTI annual allocations is determined using industry standard option pricing formulae and probability factors, together with established performance conditions.

The remuneration mix varies by organisational level (as approved by Remco) with variable pay (STI and LTI) which is at risk of forfeiture if set performance targets are not met, being the significant component at more senior operational levels.

Service agreements and retention strategy

Executive directors have service agreements with TFG as well as specific programmes in place to ensure that business continuity and delivery of strategy is supported through risk management of the loss of key employees.

Restraints and minimum service agreements

It is TFG’s practice to have restraint of trade and minimum service agreements in place for the CEO and Operating Board members. These agreements are in place for the duration of employment and contain notice periods of between six and twelve months. In the event of summary dismissal on grounds of misconduct (for example dishonest or fraudulent conduct), notice periods do not apply.

Ex gratia or other lump sum payments on severance or retirement

Apart from the CEO’s transitional agreement as disclosed in the 2016 remuneration committee report, there are no other agreements currently in place that provide for ex gratia or other lump sum payments to executives on severance or retirement. Executives who depart after having performed poorly are not awarded golden handshakes. There are no ex gratia payments made in the event of a merger or takeover.

Malus and clawback

TFG subscribes to the principles of malus and clawback for both STI and LTI.

Non-executive directors (NEDs)

NED fees are based on market benchmarks and on an assessment of the responsibility placed on NEDs arising from increased requirements for regulatory oversight and TFG’s international expansion. The arrangements pertaining to TFG’s NEDs (resident and non-resident) are set out below:

  • NEDs are appointed for a three-year term on recommendation by the nominations committee.
  • NEDs may be eligible for re-election depending on their annual performance evaluation.
  • NEDs are paid a base fee as well as a committee fee based on the number of committees on which they serve.
  • NEDs are reimbursed by TFG for all travel expenses incurred during the course and scope of their duties.
  • NEDs do not receive any form of variable pay, i.e. payments linked to organisational performance, or any LTI share schemes.
  • None of the NEDs has service contracts with the Group.

Taking into account market benchmarks and increased requirements for regulatory oversight and TFG international expansion, the Remco proposed NED fees* for FY2019, to be approved at the AGM in September 2018 for the period 1 October 2018 to September 2019, are as follows:

* All NED fees are VAT exclusive as from 1 October 2017.
^ Increase % includes a non-comparable component in relation to increased requirements in respect of TFG London and TFG Australia.

SHAREHOLDER ENGAGEMENT AND VOTING PROCEDURES

TFG will table its remuneration policy (as set out in section B) and the implementation report (set out in section C) for two separate non-binding advisory votes by shareholders from the 2018 AGM and onwards. It is expected that shareholders will support both the remuneration policy and the implementation thereof. In the event of 25% or more of the shareholders voting against either or both the remuneration policy and implementation report, the Remco will set out to engage with TFG’s shareholders (in particular, the dissenting shareholders) to examine their vote and address their legitimate concerns. The Remco may consider various manners of engagement, including extending an invitation to dissenting shareholders in the SENS announcement of the AGM results with the manner and timing of engagement; and/or communicate with dissenting shareholders via email, telephone calls, meetings and roadshows.

The Remco will consider legitimate shareholder concerns and provide constructive feedback. Given the results of the shareholder engagement, the Remco may use its discretionary powers to amend components of the remuneration policy to further align it to market practice and/or shareholder value creation.

SECTION C: Implementation of the remuneration policy for FY2018

The implementation report that follows provides further detail, in line with King IV™, regarding the application of the remuneration policy.

STI OUTCOMES

During the year under review, the Group achieved positive results, with a 21,4% increase in Group turnover, 3,4% increase in headline earnings per share and a 44,8% increase in the generation of free cash flow. Actual TFG EBIT was measured against the target set by the Remco and target was achieved.

The following graphic indicates actual performance versus target, and the resultant bonuses paid to Messrs Murray and Thunström.

Individual performance modifier

The CEO and CFO’s individual performance modifier is calculated by measuring their performance against the four strategic pillars namely Customer, Leadership, Profit and Growth. As a result, an overall performance rating is achieved, which is converted to an individual performance modifier as per the variable pay policy.

The CEO achieved an overall performance rating of 4 which resulted in a performance modifier of 125%.
The CFO achieved an overall performance rating of 4 which resulted in a performance modifier of 125%.

Actual bonus paid (after applying individual performance modifier) as % annualised base pay:

  • A D Murray – 112,5%
  • A E Thunström – 68,75%

LTI SCHEME OUTCOMES

The expected value of share allocations to the CEO and Operating Board members for FY2018 is set out under the LTI allocation policy. The share scheme awards are shown at their expected value on the date of awards to ensure meaningful comparisons for benchmarking. Internally, the share scheme awards are communicated to participants at their face value. The expected value of the award is expressed as a percentage of their annual base pay (guaranteed pay).

LTI performance outcomes

Current allocation versus policy limits

In terms of the policy set by the Remco, it is evident that, both at an individual and overall level, share awards held by scheme participants are within the defined limits. The CEO is the highest individual holder of share awards, and is thus compared against the individual limit.

% issued shares

EXECUTIVE DIRECTORS’ REMUNERATION

For the year under review, the Supervisory Board has determined that the Prescribed officers are the CEO and CFO. Messrs Murray and Thunström serve as executive directors on the Supervisory Board, and they exercise general executive control and management of the business.

* Benefits include travel allowance, housing allowance, pension fund and medical aid subsidy
** STI include a performance bonus included in 2018 remuneration to be paid in 2019 but accrued in 2018
*** LTI include 100% of SARs and FS due to vest in June 2018, based on FY2016 to FY2018 performance, valued at VWAP of R223,19 at 31 March 2018 plus total dividend accrued from all unvested FS allocations during the FY
* Benefits include travel allowance, housing allowance, pension fund and medical aid subsidy
** STI include a performance bonus included in 2017 remuneration to be paid in 2018 but accrued in 2017
*** LTI include SARs and FS due to vest June 2017, based on FY2015 to FY2017 performance, valued at VWAP of R155,14 on 31 March 2017 plus total dividend accrued from all unvested FS allocations during the FY

DIRECTORS’ INTERESTS

As at March 2018, directors had accepted and/or exercised the following SARs and forfeitable shares. The table below also depicts the indicative value of the unvested FSPs and/or unexercised SARs as at year end:

* SARs vested and not yet delivered, valued at YE VWAP of R 223,19.
** Unvested SARs valued using the YE VWAP of R223,19 applying a fair value calculation using Binomial pricing method and expected vesting percentages.
*** Unvested FS is valued using the YE VWAP of R223,19 and applying expected vesting percentages.

CHANGES TO DIRECTORS’ INTERESTS AFTER YEAR END

1. Acceptance of SARs in June 2018:

2. Acceptance of FSPs in June 2018:

* No awards, due to retirement September 2018.
** Awards based on CEO multiple and projected TGP October 2018.
*** Estimated value based on closing share price of R186,31 on 1 June 2018.

NON-EXECUTIVE DIRECTORS

The proposed NED fees (VAT exclusive), per role, from October 2018 are detailed in section B of this report.

The actual NED fees (VAT exclusive) for the 2018 financial year and the proposed NED fees (VAT exclusive) for the financial year 2019, based on current committee membership, are presented below:

# Proposed total fee increases for NEDs (after taking into account committee structures, new appointments and market adjustments) will increase by 10,4%.