• “A” SHARES
    “A” shares are the units which have been allocated
    to qualifying beneficiaries in terms of the ESOP
    Trust Deed. The rules that apply to “A” shares are
    different to Clicks shares that you can buy on the
    JSE. All the “A” shares are held by the ESOP Trust.

    The Company who is appointed by the ESOP Trust
    (in terms of clause 16) to administer the day-today
    affairs of the Trust. The Administrator executes
    allocations and adjustments, as well as the election
    process. Investec is the current administrator.

    The principles applicable for the determination of
    the number of “A” shares which have been allocated
    to each beneficiary from time to time during the
    implementation of this Scheme, in accordance with
    the eligibility, promotion, demotion, and termination
    criteria as specified in the Trust Deed.

    “Applicable Reasons” are certain categories of
    termination of employment, namely:
    2.Disability as such terms is defined in the Clicks
    Group retirement Fund’s regulation;
    3.Retirement; or
    4.Retrenchment (that is, termination by the
    Employer Company based on its operational
    requirements); or
    5.Other circumstances which are approved by
    resolution of the Board.
    In terms of the Trust Deed, terminations for
    applicable reasons are treated differently to
    terminations for other reasons.

    Beneficiaries are full-time permanent employees of
    any company in the Group on 2 February 2011 and
    new full-time permanent employees who joined
    before 2 February 2015, who work at least 40
    (forty) hours per week.
    Fixed term contract employees, part time
    employees and employees who are a participant in
    any Long-term Incentive Scheme are not eligible to
    be beneficiaries.

    Means the beneficiary’s initial allocation date or the
    date that an adjustment to an allocation took place.

    The ESOP commencement date is 2 February 2011.

    The decrease in the number of a “A” shares
    allocated to a beneficiary which occurs when
    a beneficiary is demoted or a beneficiary’s
    employment with the Group is terminated.

    •The 7th (seventh) anniversary of the
    Commencement Date (the First Delivery Date)
    which is 2 February 2018; and
    •The 8th (eighth) anniversary of Commencement
    Date (the Second Delivery Date) which is on 2
    February 2019.

    The amount paid per share from the Company
    to its shareholders. Companies usually only pay
    dividends if they generate profits.
    ESOP beneficiaries earn a distribution (or dividend)
    of 10% of the dividend declared on Clicks ordinary
    shares in relation to each financial year of the

    The tax that must be deducted from an employee’s
    earnings and paid over to SARS or other relevant
    tax authority, as required by the Income Tax Act, or

    The Company(ies) in the Group, which employ
    employees, including but not limited to:
    •New Clicks;
    •Clicks Retailers;
    •Safeway Namibia;
    •Clicks Direct Medicines;
    •Safeway Swaziland;
    •The Clicks Organisation; and
    •Kalahari Medical Distributors;
    And means
    •In respect of beneficiaries who have ceased to be
    employed by a company in the Group but continue
    to be beneficiaries in accordance with the Trust
    Deed, the company in the Group by which the
    beneficiary was employed immediately before his/
    her termination of employment.

    The enhanced initial allocation as contemplated in
    paragraph 1.5 of the Allocation Principles, which
    The following employees shall receive an enhanced
    initial allocation of 15% (fifteen percent) of their
    Initial Allocation:
    •Employees employed by the Group for more
    than 5 (five) years on 2 February 2011 (the
    commencement date)

    The gain is the difference between the share price
    and the value of the notional loan.
    In February 2018, the taxable gain will be based on
    the share price achieved from the sale of the shares,
    less the value of the notional loan at that time.
    Transaction costs and employee’s tax will be
    deducted from the gain before it is paid out to
    beneficiaries or used to purchase Clicks ordinary
    shares (as per the beneficiaries election).

    The increase in the number of a beneficiary’s
    Allocated “A” shares where the beneficiary is

    The initial number of “A” shares allocated to each

    Means the VWAP price per Ordinary Share
    calculated over the last 30 (thirty) trading days
    on the JSE preceding the relevant date for the
    determination of the market value.

    The opening balance of the notional loan was the
    market value per Clicks Ordinary Share on the
    Commencement Date which was R 41.54. The
    notional loan has accrued interest calculated at
    80% of prime over the course of the scheme,
    compounded monthly in arrears, from the
    Commencement Date. The balance of the notional
    loan has therefore increased over the duration of
    the ESOP scheme.

    Trustees for the time being of the Trust, being the
    Company Elected and beneficiary Elected Trustees ,
    after such appointments have been made.

    The Volume Weighted Average Price (VWAP) is the
    value of all the share transactions (price multiplied
    by number of shares traded), divided by the total
    shares traded over a period.