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Intragroup Disposal of Shares and Dealings by the Italtile Staff Share Scheme
ITALTILE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1955/000558/06)
Share code: ITE ISIN: ZAE000099123
("Italtile" or "the Company")
INTRAGROUP DISPOSAL OF SHARES AND DEALINGS BY THE ITALTILE STAFF SHARE SCHEME
1. INTRODUCTION
Shareholders are referred to the announcements released on SENS on 14 October 2022 and
11 November 2022, and to the Circular containing the salient features of the Italtile Staff Share Scheme
Trust ("Trust") embodied in the Trust Deed ("Scheme"), being a Schedule 14 share incentive scheme
in terms of the JSE Listings Requirements, as distributed to Shareholders on 14 October 2022.
At the General Meeting held on 11 November 2022, Shareholders approved the adoption of the
Scheme, which entailed, inter alia, the Trust having the ability, subject to the Companies Act, No. 71 of
2008, to temporarily or permanently sell or transfer ("Dispose" and/or "Disposed") ordinary shares of
no par value in Italtile ("Founder Shares").
The Founder Shares which were acquired by the trustees in office from time to time ("Trustees") and
in accordance with the provisions of the trust deed, held by, and registered in the name of the Trust
from time to time ("Trust Shares"), can be Disposed of to Italtile Ceramics Proprietary Limited (a
member of the Italtile Group) ("Ceramics"):
(i) where the Trustees, for and on behalf of the relevant participant in the Scheme ("Participant"), are
directed by the board of directors of Italtile ("Board") in writing to sell such Trust Shares linked to
the Participant's allocated Units, as defined in the Scheme, which have vested ("Vested Units") in
accordance with paragraph 8 of the Scheme ("Redemption"); or
(ii) following written confirmation from the Board after an event, as defined in paragraph 7.2 of the
Scheme, such as death, retrenchment, amalgamation or merger, retirement, ill health or disability
or any other reason deemed appropriate by the Remuneration Committee ("Good Leaver Trigger
Event"),
for a price equal to the volume weighted average price at which the Founder Shares traded on the JSE
for the 30 business days immediately preceding the date of delivery of the written notice set out in
Schedule 3 of the Scheme ("Market Value").
2. INTRAGROUP DISPOSAL OF SHARES AND DEALINGS BY ITALTILE STAFF SHARE SCHEME
In terms of paragraph 3.99 read with paragraph 5.67(B)(b) of the Listings Requirements of the JSE
Limited ("Listings Requirements"), shareholders are hereby advised that on 24 April 2025, the Trust
Disposed of 1,258,217 Trust Shares off market to Ceramics, following a Redemption and Good Leaver
Trigger Event, at a Market Value of R10.71 per share for a total transaction value of R13,475,504.07.
On settlement of the transaction, the Shares will remain as part of the authorised and issued share
capital of the Company and will be held for future use by Ceramics. Following the transaction, Italtile
will hold 131,917,014 treasury shares.
Clearance to deal was received in terms of paragraph 3.66 of the Listings Requirements.
Johannesburg
24 April 2025
Sponsor
Merchantec Capital
Date: 24-04-2025 05:10:00
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