Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL NSX share code: IVD BSE share code: INVESTEC ISIN: ZAE000081949 Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 (together Investec ) As part of the dual listed company structure, Investec plc and Investec Limited notify both the London and Johannesburg Stock Exchanges of those interests (and changes to those interests) of (i) directors of both entities and the respective company secretaries, (ii) persons discharging managerial responsibilities (PDMRs) across the group, and (iii) in certain instances the directors of major subsidiaries of Investec Limited, in the securities of Investec plc and Investec Limited which are required to be disclosed under the Disclosure and Transparency Rules of the United Kingdom Listing Authority (the UKLA ) and/or the JSE Listing Requirements. Accordingly, we advise of the following changes to attributable interests in the ordinary shares of Investec plc and Investec Limited: TRANSACTIONS IN INVESTEC PLC ORDINARY SHARES OF GBP0.0002 EACH (THE INVESTEC PLC ORDINARY SHARES ) The following transactions in Investec plc Ordinary Shares are disclosed in compliance with Disclosure and Transparency Rule 3.1.4R (1) (a) and (c): 1. Executive Directors: interests in Investec plc Ordinary Shares 1.1 Award of forfeitable shares to S Koseff, B Kantor and GR Burger (together the Executive Directors ) On 2 June 2016 and pursuant to the Executive Directors remuneration policy approved by shareholders, Investec made forfeitable share awards (being the deferred portion of the Executive Directors short term incentive awards) in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec plc Executive Incentive Plan 2013 (the Plan ). A portion of these forfeitable share awards vest immediately on award and are subject to a six month retention period, with the remaining forfeitable shares vesting in two equal tranches (each subject to a six month retention period after vesting) over a two year period from date of award. Executive Director: S Koseff 208,695 B Kantor 208,695 GR Burger 181,474 1.2 Award of fixed allowance shares to the Executive Directors Pursuant to the Executive Directors remuneration policy approved by shareholders, each of the Executive Directors are to receive a contractual annual fixed allowance of 1 million each, payable in shares (the Fixed Allowance Shares ) and accordingly, on 2 June 2016, Investec made the following share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Plan. These shares will vest on award and will be released in five equal tranches in each of the five years following the year of award.
Executive Director: Number of Fixed Allowance Shares: S Koseff 212,314 B Kantor 212,314 GR Burger 212,314 1.3 Award of conditional shares to the Executive Directors Pursuant to the Executive Directors remuneration policy approved by shareholders, new long-term Incentive awards of conditional shares have been made to the Executives, as set out below. In accordance with the Plan rules, the awards are at nil cost and 75% of the conditional Shares will vest on 2 June 2020 and the remaining 25% will vest on 2 June 2021. DIRECTOR NUMBER OF SHARES AWARDED S Koseff 314,225 B Kantor 314,225 GR Burger 277,801 1.4 Disposal of shares B Kantor disposed of the following number of shares on 1 June 2016 in order to settle this tax liability related to prior year awards vesting on 1 June 2016: Number of shares 54,877 Volume weighted average selling GBP4.70 price Total value of transaction GBP257,976.78 Highest price GBP4.73 Lowest price GBP4.64 Date and place of transaction 1 June 2016, London 1.5 Executive Directors : resultant holdings Following the above transactions, the Executive Directors interests in the ordinary share capital of Investec plc and Investec Limited are as follows: Executive Directors: Aggregate holding of Investec plc shares following these transactions: S Koseff 5,695,044 0.88% B Kantor 1,164,359 0.18% GR Burger 3,710,178 0.57% Percentage holding following these transactions: Executive Directors: Aggregate holding of Investec Limited shares following these transactions: S Koseff 1,234,399 0.42% B Kantor 2,800,800 0.96% GR Burger 327,076 0.11% Percentage holding following these transactions:
2. PDMRs and Company Secretary: interests in Investec plc Ordinary Shares 2.1 Award of forfeitable shares to PDMRs On 2 June 2016, Investec made forfeitable share awards (being the deferred portion of short term incentive awards) in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec plc Executive Incentive Plan 2013 (the Plan ). A portion of these forfeitable share awards vest immediately on award and are subject to a six month retention period, with the remaining forfeitable shares vesting in three equal tranches (each subject to a six month retention period after vesting) over a three year period from date of award. David van der Walt 194,707 Ciaran Whelan 127,389 2.2 Award of conditional shares to PDMRs in the capital of Investec plc for nil consideration pursuant to the Investec 1 Limited share incentive plan. These conditional share awards vest in three equal tranches in the third, fourth and fifth years from the date of award: Stephen Elliott 150,000 2.3 Award of conditional shares to PDMRs in the capital of Investec plc for nil consideration pursuant to the Investec plc Executive Incentive Plan 2013 (the Plan ). These conditional share awards vest in three equal tranches on 2 December 2018, 2 December 2019 and 2 December 2020 (each subject to a six month retention period). David van der Walt* 150,000 Ciaran Whelan* 150,000 * David van der Walt and Ciaran Whelan are both classified as Remuneration Code Staff for the purposes of the FCA and PRAs Remuneration Code. 2.4 Award of forfeitable shares in Investec plc ordinary shares to Company Secretary In compliance with Rules 3.63-3.74 of the JSE Listing Requirements, we advise of the following changes to attributable interests in Investec plc by the Company Secretary: On 2 June 2016, Investec made forfeitable share awards in respect of ordinary shares in the capital of Investec plc for nil consideration pursuant to the Investec 1 Limited share incentive plan. These forfeitable share awards vest in three equal tranches in the third, fourth and fifth years from the date of award: Company Secretary: David Miller 12,000 2.5 Disposal of shares by a PDMR
The forfeitable shares which vest immediately on award incur a tax liability. In order to settle this liability, David van der Walt disposed of the following number of forfeitable shares on 2 June 2016: Nature of transaction On market sale Number of shares 38,289 Volume weighted average selling price GBP4.53 Total value of transaction GBP173,544.89 Highest price GBP4.55 Lowest price GBP4.50 Date and place of transaction 3 June 2016 2.6 Disposal of shares by the Company Secretary Transaction notified in terms of: JSE Listing Rules 3.63 3.74 On market sale following the exercise of Nature of transaction options held in terms of the Investec 1 Limited Share Incentive Plan Number of Securities 15,000 Volume weighted average selling price Total value of transaction Highest Price Lowest Price Date and place of transaction GBP4.66 GBP69,970.50 GBP4.67 GBP4.66 6 June 2016, London 3. TRANSACTIONS IN INVESTEC LIMITED ORDINARY SHARES OF ZAR0.0002 EACH (the INVESTEC LIMITED ORDINARY SHARES ) 3.1 Award of conditional shares in Investec Limited ordinary shares to PDMRs in the capital of Investec Limited for nil consideration pursuant to the Investec Limited Share Incentive Plan. These conditional share awards vest in three equal tranches in the third, fourth and fifth years from the date of award: PDMR Marc Kahn 100,000 Richard Wainwright 150,000 Nishlan Samujh 100,000 3.2 Award of forfeitable shares in Investec Limited ordinary shares to Company Secretary In compliance with Rules 3.63-3.74 of the JSE Listing Requirements, we advise of the following changes to attributable interests in Investec Limited by the Company Secretary: On 2 June 2016, Investec made forfeitable share awards in respect of ordinary shares in the capital of Investec Limited for nil consideration pursuant to the Investec Limited
Share Incentive Plan. These forfeitable share awards vest in three equal tranches in the third, fourth and fifth years from the date of award: Company Secretary: Niki van Wyk 12,000 Johannesburg and London 6 June 2016 Sponsor: Investec Bank Limited