Annexure C

DIRECTORS' EMOLUMENTS

Table of directors' emoluments for the year ended 30 September 2019

	GROUP
(R000)	Fees	Cash salary	Bonus	Other benefits	Retirement fund contribu- tions	Gains on options exercised	Total 2019
Executive directors
LC Mac Dougall	–	8 973	–	160	329	–	9 462
NP Doyle	–	5 832	–	30	961	4 446	11 269
Total A	–	14 805	–	190	1 290	4 446	20 731
Non-executive directors**		EFs*
CH Fernandez¹	434	–	–	–	–	–	434
DG Wilson²	196	–	–	–	–	–	196
GA Klintworth	1 103	–	–	–	–	–	1 103
KDK Mokhele (chairman)	1 918	–	–	–	–	–	1 918
M Makanjee	723	–	–	–	–	-	723
MJ Bowman	806	–	–	–	–	–	806
MO Ajukwu	1 531	–	–	–	–	–	1 531
MP Fandeso³	127	–	–	–	–	–	127
MP Nyama	649	–	–	–	–	–	649
TE Mashilwane	890	8	–	–	–	–	898
YGH Suleman⁴	224	8	–	–	–	–	232

Total B	8 601	16	–	–	–	–	8 617
Total A + B	8 601	14 821	–	190	1 290	4 446	29 348
Details of remuneration paid to prescribed officers of the company are set out hereunder:
PW Spies	–	4 354	–	364	339	–	5 057
Y Maharaj	–	4 347	–	366	339	–	5 052
PD Sithole	–	4 547	–	120	339	1 674	6 680
Total	–	13 248	–	850	1 017	1 674	16 789
Aggregated details of remuneration paid to members (eight) of the executive committee, excluding executive directors and prescribed officers above, are set out hereunder
Total	–	23 952	106	3 549	2 181	1 429	31 217

¹	CH Fernandez appointed on 1 March 2019.
²	DG Wilson appointed on 1 June 2019.
³	MP Fandeso appointed on 1 July 2019.
⁴	YGH Suleman resigned on 22 November 2018.
*	EFs - fees paid to non-executive directors in respect of their attendance at special board meetings of the company.
**	The fees to non-executive directors exclude VAT.

Table of directors' emoluments for the year ended 30 September 2018

	GROUP
(R000)	Fees	Cash salary	Bonus	Other benefits	Retirement fund contribu-tions	Gains on options exercised	Total 2018
*Executive directors*
LC Mac Dougall	–	8 512	–	153	340	–	9 005
NP Doyle	–	5 498	–	72	913	–	6 483
CFH Vaux¹	–	1 968	–	23	146	725	2 862
Total A	–	15 978	–	248	1 399	725	18 350
Non-executive directors**		EFs*
MO Ajukwu	1 208	–	–	–	–	–	1 208
SL Botha²	117	–	–	–	–	–	117
MJ Bowman	627	20	–	–	–	–	647
GA Klintworth³	229	–	–	–	–	–	229
M Makanjee	661	22	–	–	–	–	683
TE Mashilwane	556	–	–	–	–	–	556
KDK Mokhele (chairman)	1 797	8	–	–	–	–	1 805
RD Nisbet⁴	845	28	–	–	–	–	873
MP Nyama	573	–	–	–	–	–	573
YGH Suleman	854	22	–	–	–	–	876
BS Tshabalala⁵	525	–	–	–	–	–	525

Total B	7 992	100	–	–	–	–	8 092
Total A + B	7 992	16 078	–	248	1 399	725	26 442
Details of remuneration paid to prescribed officers of the company are set out hereunder:
PW Spies	–	4 030	–	423	345	–	4 798
AG Kirk⁶	–	3 861	–	239	316	3 597	8 013
Y Maharaj⁷	–	1 022	–	1 106	85	–	2 213
PD Sithole	–	3 988	–	142	345	–	4 475
Total	–	12 901	–	1 910	1 091	3 597	19 499
Aggregated details of remuneration paid to members (eight) of the executive committee, excluding executive directors and prescribed officers above, are set out hereunder⁸
Total	–	16 863	–	5 548	1 800	2 245	26 456

¹	Stepped down as an executive director in February 2018.
²	Resigned effective 24 November 2017.
³	Appointed effective 16 August 2018.
⁴	Resigned effective 7 September 2018.
⁵	Resigned effective 15 August 2018.
⁶	Resigned effective 31 August 2018.
⁷	Appointed effective 1 July 2018. Sign-on bonus of R1 000 000 in lieu of variable pay forfeited at former employer.
⁸	Sign-on bonus paid to new CHRO of R1 263 212 in lieu of variable pay forfeited at former employer. A retention bonus of R3 503 161 was granted to the previous CHRO on 1 December 2015, but payment was elected to be made at the end of the retention period, effective 30 November 2017.
*	EFs - fees paid to non-executive directors in respect of their attendance at special board meetings of the company.
**	The fees to non-executive directors exclude VAT.

Phantom cash-settled option scheme

Executive directors

Details of phantom cash-settled options held by executive directors under this scheme at 30 September 2019 appear below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Exercised 2019	Forfeited 2019	Holding at 30 September 2019
NP Doyle	February 2013	15 000	–	–	15 000	–
	July 2012	15 000	–	15 000	–	–
Total		30 000	–	15 000	15 000	–

Name	Number of options vested at 30 September 2019	Number of options subject to retention	Number of options subject to performance targets	Grant price (Rand)	Fair market value of vested options at 30 September 2019 R'000
NP Doyle	–	–	–	299,8	–
	–	–	–	252,0	–
Total	–	–	–		–

Prescribed officers

Aggregated details of phantom cash options held by prescribed officers at 30 September 2019 appear below:

Name	Date of grant			Holding at 1 October 2018			Granted 2019			Exercised 2019			Forfeited 2019			Holding at 30 September 2019
PD Sithole	February 2013			1 400			–			–			1 400			–

Name	Number of options vested at 30 September 2019			Number of options subject to retention			Number of options subject to performance targets			Grant price (Rand)			Fair market value of vested options at 30 September 2019 R'000
NP Doyle	–			–			–			299,8			–

Executive committee members (excluding executive directors and prescribed officers)

Aggregated details of phantom cash options held by members of the executive committee, other than executive directors and prescribed officers above, at 30 September 2019 appear below:

Name	Date of grant			Holding at 1 October 2018			Granted 2019			Exercised 2019			Forfeited 2019			Holding at 30 September 2019
Total	Various*			3 633			–			–			3 633			–

* Includes CFH Vaux who stepped down as an executive director in February 2018.

Name	Number of options vested at 30 September 2019			Number of options subject to retention			Number of options subject to performance targets			Grant price (Rand)			Fair market value of vested options at 30 September 2019 R'000
Total	–			–			–			Various			–

Tiger Brands Limited 2013 Share Plan

Executive directors

Details of share appreciation rights allocated to executive directors under this plan at 30 September 2019 are set out below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Adjustment due to Oceana unbundling (Note 1) 2019	Forfeited 2019	Holding at 30 September 2019
NP Doyle	December 2018	–	52 700	3 988	–	56 688
	December 2017	45 830	–	3 468	–	49 298
	December 2016	33 780	–	2 556	–	36 336
	February 2016	22 870	–	1 154	7 623	16 401
	February 2015	8 732	–	370	3 847	5 255
	February 2014	12 950	–	670	4 102	9 518
Note 2	February 2014	5 250	–	271	1 664	3 857
Total		129 412	52 700	12 477	17 236	177 353
LC Mac Dougall	December 2018	–	57 420	4 344	–	61 764
	December 2017	8 990	–	681	–	9 671
	December 2016	32 840	–	2 485	–	35 325
	May 2016	36 000	–	1 816	12 000	25 816
Total		77 830	57 420	9 326	12 000	132 576

Note 1:

Tiger Brands implemented the unbundling of its investment in Oceana, shareholders were notified that participants in the Tiger Brands 2013 Share Plan will be placed in a position which is as close as possible to the position that they would have been in, had the unbundling not taken place. Consequently, the number of instruments that had been awarded in terms of the rules of the plan were increased by 7,5679% and the strike prices applicable to SARs were reduced by 7,035%.

Note 2:

A special retention allocation of share appreciation rights was made on 28 February 2014. These are subject to normal performance and vesting conditions.

Name	Number of options vested at 30 September 2019	Number of options subject to performance targets and retention	Grant price (Rand)	Revised grant price due to Oceana unbundling (Note 1) (Rand)	Fair market value of vested options at 30 September 2019 R’000
NP Doyle	–	56 688	274,1	254,8
	–	49 298	414,5	385,3
	–	36 336	396,0	368,1
	–	16 401	291,7	271,2
	1 117	4 138	385,3	358,2	1
	9 518	–	254,5	236,6	26
Note 2	3 857	–	254,5	236,6	11
Total	14 492	162 861			38
LC Mac Dougall	–	61 764	274,1	254,8
	–	9 671	414,5	385,3
	–	35 325	396,0	368,1
	–	25 816	341,7	317,6
Total	–	132 576

Note 1:

Note 2:

A special retention allocation of share appreciation rights was made on 28 February 2014. These are subject to normal performance and vesting conditions.

Details of performance shares awarded to executive directors under the Tiger Brands Limited 2013 Share Plan as at 30 September 2019 appear below:

Name	Date of grant	Holding at 1 October 2018	Adjustment due to Oceana unbundling (Note 1)	Options received/ forfeited as result of performance conditions achieved/ not achieved	Exercised 2019	Holding at 30 September 2019	Number of options vested as at 30 September 2019	10-day VWAP share price on grant date (Rand)
NP Doyle	February 2016	5 720	–	3 575	2 145	–	–	291,7
	February 2015	4 358	–		4 358	–	–	385,3
Total		10 078	–	3 575	6 503	–	–
LC Mac Dougall	May 2016	8 160	618	8 778	–	–	–	341,7
Total		8 160	618	8 778	–	–	–

Details of restricted shares granted to executive directors under the Tiger Brands Limited 2013 Share Plan as at 30 September 2019 appear below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Adjustment due to Oceana unbundling (Note 1)	Exercised 2019	Forfeited 2019	Holding at 30 September 2019	Number of options vested as at 30 September 2019	10-day VWAP share price on grant date (Rand)
NP Doyle	December 2016	3 710	–	280	–	–	3 990	–	396,0
	February 2016	1 330	–	–	1 330	–	–	–	291,7
	December 2015	5 376	–	–	5 376	–	–	–	342,9
	February 2015	2 320	–	–	2 320	–	–	–	385,3
Total		12 736	–	280	9 026	–	3 990	–
LC Mac Dougall	December 2016	1 950	–	147	–	–	2 097	–	396,0
Total		1 950	–	147	–	–	2 097	–

Note 1:

Prescribed officers

Details of share appreciation rights allocated to prescribed officers under the Tiger Brands Limited 2013 Share Plan at 30 September 2019 are set out below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Adjustment due to Oceana unbundling (Note 1)	Forfeited 2019	Holding at 30 September 2019
PW Spies	December 2018	–	25 570	1 935	–	27 505
PW Spies	December 2017	17 710	–	1 340	–	19 050
PW Spies	September 2017	13 102	–	992	–	14 094
Y Maharaj	December 2018	–	28 110	2 127	–	30 237
PD Sithole	December 2018	–	35 810	2 710	–	38 520
PD Sithole	December 2017	24 150	–	1 827	–	25 977
PD Sithole	December 2016	11 040	–	835	–	11 875
PD Sithole	February 2016	10 220	–	515	3 406	7 329
PD Sithole	February 2015	5 410	–	229	2 383	3 256
PD Sithole	February 2014	12 090	–	624	3 831	8 883

Note 1:

As Tiger Brands implemented the unbundling of its investment in Oceana, shareholders were notified that participants in the Tiger Brands 2013 Share Plan will be placed in a position which is as close as possible to the position that they would have been in, had the unbundling not taken place. Consequently, the number of instruments that had been awarded in terms of the rules of the plan were increased by 7,5679% and the strike prices applicable to SARs were reduced by 7,035%.

Details of performance shares awarded to prescribed officers under the Tiger Brands Limited 2013 Share Plan at 30 September 2019 are set out below:

Name	Number of options vested at 30 September 2019	Number of options subject to performance targets and retention	Grant price (Rand)	Revised grant price due to Oceana unbundling (Note 1)	Fair market value of vested options at 30 September 2019 R’000
PW Spies	–	27 505	274,1	254,8	–
PW Spies	–	19 050	414,5	385,3	–
PW Spies	–	14 094	403,6	375,2	–
Y Maharaj	–	30 237	274,1	254,8	–
PD Sithole	–	38 520	274,1	254,8	–
PD Sithole	–	25 977	414,5	385,3	–
PD Sithole	–	11 875	396,0	368,1	–
PD Sithole	–	7 329	291,7	271,2	–
PD Sithole	692	2 564	385,3	358,2	–
PD Sithole	8 883	–	254,5	236,6	25

Note 1:

Details of performance shares awarded to prescribed officers under the Tiger Brands Limited 2013 Share Plan at 30 September 2019 are set out below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Options received/ forfeited as result of performance conditions achieved/not achieved	Exercised 2019
PD Sithole	February 2016	1 860	–	1 162	698
PD Sithole	February 2015	2 275	–	–	2 275

Name	Forfeited 2019	Holding at 30 September 2019	Number of options vested as at 30 September 2019	10-day VWAP share price on grant date (Rand)
PD Sithole	–	–	–	291,7
PD Sithole	–	–	–	385,3

Details of restricted shares awarded to prescribed officers under the Tiger Brands Limited 2013 Share Plan at 30 September 2019 are set out below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Adjustment due to Oceana unbundling (Note 1)	Exercised 2019
PW Spies	December 2017	7 270	–	550	–
PD Sithole	December 2017	6 300	–	477	–
PD Sithole	December 2016	770	–	58	–
PD Sithole	February 2016	1 220	–	–	1 220
PD Sithole	February 2015	1 870	–	–	1 870

Name	Forfeited 2019	Holding at 30 September 2019	Number of options vested as at 30 September 2019	10 - day VWAP share price on grant date (Rand)
PW Spies	–	7 820	–	414,5
PD Sithole	–	6 777	–	414,5
PD Sithole	–	828	–	396,0
PD Sithole	–	–	–	291,7
PD Sithole	–	–	–	385,3

Executive committee members (excluding executive directors and prescribed officers)

Aggregated details of share appreciation rights allocated to members of the executive committee, other than executive directors and prescribed officers above, as at 30 September 2019, are set out below:

Total for FY	Date of grant	Holding at 1 October 2018	Granted 2019	Adjustment due to Oceana unbundling (Note 1)	Exercised 2019	Forfeited 2019
2019*	December 2018	–	213 410	15 029	–	24 482
2018	December 2017	31 650	–	1 694	–	15 672
2017	December 2016	33 940	–	2 184	–	8 275
2016	February 2016	16 400	–	709	–	7 755
2015*	February 2015	9 980	–	423	–	4 396
2014*	February 2014	34 903	–	1 580	2 203	11 834

* Includes CFH Vaux who stepped down as an executive director in February 2018.

Note 1:

Aggregated details of performance shares awarded to members of the executive committee, other than executive directors and prescribed officers above, as at 30 September 2019, are set out below:

Total for FY	Holding at 30 September 2019	Number of options vested at 30 September 2019	Number of options subject to performance targets and retention	Grant price (Rand)	Revised grant price due to Oceana unbundling (Note 1)	Fair market value of vested options at 30 September 2019 R'000
2019*	203 957	–	203 957	274,1	254,8	–
2018	17 672	–	17 672	414,5	385,3	–
2017	27 849	–	27 849	396,0	368,1	–
2016	9 354	–	9 354	291,7	271,2	–
2015*	6 007	1 276	4 731	385,3	358,2	1
2014*	22 446	22 446	–	254,5	236,6	62

* Includes CFH Vaux who stepped down as an executive director in February 2018.

Note 1:

Aggregated details of performance shares awarded to members of the executive committee, other than executive directors and prescribed officers above, as at 30 September 2019, are set out below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Options received/forfeited as result of performance conditions achieved/not achieved	Forfeited 2019
2016	February 2016	2 236	–	–	980
2015*	February 2015	4 726	–	–	–

Name	Exercised 2019	Holding at 30 September 2019	Number of options vested as at 30 September 2019	10-day VWAP share price on grant date (Rand)
2016	1 256	–	–	291,7
2015*	4 726	–	–	385,3

* Includes CFH Vaux who stepped down as an executive director in February 2018.

Aggregated details of restricted shares granted to members of the executive committee, other than executive directors and prescribed officers above, as at 30 September 2019, are set out below:

Name	Date of grant	Holding at 1 October 2018	Granted 2019	Options received/forfeited as result of performance conditions achieved/not achieved	Forfeited 2019
2018	Various	8 510	–	645	893
2017	Various	2 780	–	115	700
2016	Various	1 450	–	–	–
2015*	Various	2 940	–	–	–

Name	Exercised 2019	Holding at 30 September 2019	Number of options vested as at 30 September 2019	10-day VWAP share price on grant date (Rand)
2018	3 690	4 572	–	414,45
2017	2 195	–	–	396,0
2016	1 450	–	–	291,7
2015*	2 940	–	–	370,2

* Includes CFH Vaux who stepped down as an executive director in February 2018.

Note 1:

Annexure C

Prescribed officers

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