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Management Retention Scheme: Dealings In Securities
Dis-Chem Pharmacies Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/009766/06)
JSE share code: DCP ISIN: ZAE000227831
("Dis-Chem" or "the Company" or "the Group)
MANAGEMENT RETENTION SCHEME: DEALING IN SECURITIES BY DIRECTORS, ASSOCIATES OF
DIRECTORS AND PRESCRIBED OFFICERS
During August 2021, as part of a divestment, shareholders were advised that the Saltzman family, through
its shareholding vehicle Ivlyn Local Investment Holdings Proprietary Limited ("Ivlyn" or the "Selling
Shareholder") committed to divest up to 32,253,168 Dis-Chem ordinary shares, representing up to 3.75%
of Dis-Chem's issued share capital, to a select number of key senior executives who are central to the
delivery of the Company's strategic priorities.
Shareholders are advised that Ivlyn has now entered into agreements relating to a Management Retention
Scheme with a select number of key senior executives ("Participating Executives") who are central to the
delivery of the Company's strategic priorities. Leading this group is Mr. Rui Morais who succeeded Mr.
Ivan Saltzman as CEO in July 2023. The Management Retention Scheme will be vendor-financed by the
Selling Shareholder at no cost to Dis-Chem and Participating Executives are to be subject to an initial 4-
year lock-up with incremental vesting over a subsequent 5-year period.
In compliance with sections 3.63 to 3.74 of the Listings Requirements of the JSE Limited ("JSE"), the
following information is disclosed:
Name of director: Mr. Ivan Saltzman
Name of associate: Ivlyn Local Investment Holdings Proprietary Limited
Nature of transaction: Off market disposal of Dis-Chem shares after an initial 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 34,940,932
Price per security: R25.33
Value of transaction: R885,053,807.56
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of director: Mr. Rui Morais
Name of associate: Hulk Hold Co Investments Proprietary Limited
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 16,126,584
Price per security: R25.33
Value of transaction: R408,486,372.72
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of prescribed officer: Mr. Quinton Cronje
Name of associate: Grilla Proprietary Limited
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 2,687,764
Price per security: R25.33
Value of transaction: R68,081,062.12
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of prescribed officer: Mrs. Zaheera Dindar
Name of associate: IZN Holdings Proprietary Limited
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 2,687,764
Price per security: R25.33
Value of transaction: R68,081,062.12
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of prescribed officer: Mr. Craig Fairweather
Name of associate: CRJR Proprietary Limited
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 2,687,764
Price per security: R25.33
Value of transaction: R68,081,062.12
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of prescribed officer: Mr. Ronald Govender
Name of associate: D Rainmakers Proprietary Limited
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 2,687,764
Price per security: R25.33
Value of transaction: R68,081,062.12
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of prescribed officer: Mrs. Tanya Ponter
Name of associate: Ponter Co Invest Proprietary Limited
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 2,687,764
Price per security: R25.33
Value of transaction: R68,081,062.12
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of prescribed officer: Mr. Saul Saltzman
Name of associate: The Saul Saltzman Family Trust
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 2,687,764
Price per security: R25.33
Value of transaction: R68,081,062.12
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Name of prescribed officer: Mr. Craig Swanepoel
Name of associate: Lekita Holdings Proprietary Limited
Nature of transaction: Off market option to acquire Dis-Chem shares after a 4-year lock-up
period
Class of securities: Ordinary shares
Number of securities: 2,687,764
Price per security: R25.33
Value of transaction: R68,081,062.12
Date of transaction: 31 May 2024
Nature and extent of interest: Indirect beneficial
Clearance for the above transactions was obtained in accordance with Dis-Chem's share dealings policy.
By order of the Board
Nikki Lumley
Company Secretary
Midrand
31 May 2024
Sponsor
The Standard Bank of South Africa Limited
Date: 31-05-2024 08:30:00
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