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FINANCIAL OVERVIEW

Directors’ report

Prescribed officers

Due to the nature and structure of the group and the number of executive directors on the board of the company, the directors have concluded that

there are no prescribed officers of the company.

Share-based payment expense

Director

2017

R’000

2016

R’000

BL Berson

7 050

11 496

DE Cleasby

2 637

6 223

B Joffe

8 486

23 699

Total

18 173

41 418

Details of directors outstanding conditional share plan (CSP)

The CSP awards executives of Bidcorp a conditional right to receive Bidcorp shares free of any cost. Due to the unbundling in May 2016, the 2015

CSP awards for executive directors were restructured into replacement conditional rights. Each conditional right in terms of the 2015 awards was

exchanged for a right over a Bid Corporation Limited share. CSP replacement rights are subject to revised performance conditions for the period

starting July 1 2016 and ending June 30 2019.

In addition to the CSP replacement rights, executive directors were awarded conditional share awards in terms of the 2016 Bidcorp CSP, approved

by shareholders at the general meeting in April 2016. These share awards do not carry voting rights attributable to ordinary shareholders. The fair

value of services received in return for the conditional share awards has been determined by multiplying the number of conditional share awards

expected to vest by the share price at the date of the award less discounted by anticipated future distribution flows. A total number of 263 695 of

the 348 000 CSP and CSP replacement rights awards are expected to vest, taking into account the performance of the group to date and forecasts

to the end of the performance period, against the targets set at the time of the award.

No conditional share awards or CSP replacement rights (2016: 82 746) were forfeited as a result of performance conditions not being met. The

average discounted share price used in the calculation of the share-based payment charge on the conditional share awards allotted during the year

is R220,91 per share. These awards will vest in the next two years.

CSP replacement right awards

Director

Balance at

June 30

2016

Rights

awarded Forfeited

Vested

Closing

balance

June 30

2017

BL Berson

45 000

45 000

DE Cleasby

24 500

24 500

B Joffe

90 000

90 000

Total

159 500

159 500

CSP awards

Director

Balance at

June 30

2016

CSP

awarded

Forfeited

Vested

Closing

balance

June 30

2017

BL Berson

90 000

90 000

DE Cleasby

26 000

26 000

B Joffe

72 500

72 500

Total

188 500

188 500

FINANCIAL STAT MENTS

Annual integrated report 2017

Bid Corporation Limited

60