Section 2: Remuneration committee Chairman's statement

I am pleased, on behalf of the Remuneration Committee (Remco), to present the Group's remuneration report which sets out the governance of the remuneration policies, remuneration and its implementation for the financial year.

Background statement

At the 2019 AGM, 85% of shareholders voted in favour of the Group's remuneration policy. However, certain shareholders did not support the way Motus implemented the remuneration policy, with only 62% of shareholders voting in favour of the resolution to confirm the remuneration implementation.

Although a non-binding advisory vote, the board continues to consider the views expressed by shareholders in its deliberations. Motus strives to ensure that our governance and disclosures relating to executive remuneration are transparent and that we do not compromise on performance criteria when external factors outside our control stifle or enhance performance. Remuneration policies are also consistent with long-term strategic decision making, which in turn will lead to sustainable value creation. Throughout the Group, we attempt to compensate individuals fairly for a specific role, with due regard to their skills, areas in which they operate and their specific performance.

In line with the Group's policy and King IV, if 25% or more of the votes exercised at the AGM vote against the remuneration policy and/or its implementation, selected members of the board will engage with the shareholders to understand the reasons for their vote.

As a result of these interactions with shareholders, we have implemented changes, detailed in this Chairman's statement, aimed at addressing the concerns raised during our engagement with shareholders. Changes have been made to the remuneration policy and we have enhanced disclosures in the implementation report. Due to the current COVID-19 crisis, some of these changes will only be implemented for the June 2021 financial year.

Key focus areas

The Group regularly benchmarks the remuneration packages of the CEO, CFO, non-executive directors, executive directors and senior staff members, with the assistance of independent remuneration experts. No benchmarking exercise was performed in the current year due to the unique environment created by the global COVID-19 crisis and the decisions taken by the company and management to reduce fixed remuneration for six months and no annual inflationary increases for the 12 months to 30 June 2021, as outlined in the introduction of this report.

Remco considered and approved the following:

• Feedback from engagement with shareholders (refer to detail below).
• The general composition of executive remuneration packages.
• The criteria for short and long-term incentive awards.
• Executive management short and long-term incentive awards in accordance with set criteria.
• Minimum share levels to be held by executive directors and prescribed officers.
• The CEOs, CFOs, non-executive and executive directors, and prescribed officers' remuneration.

Shareholder engagement and changes to the remuneration policy and disclosure

The board, through its Chairman and the Chairman of Remco, proactively contacted and engaged with shareholders, through meetings held either in person at their offices or via teleconference. The board also considered the recommendations of Institutional Shareholder Services (ISS), a proxy advisory service based in the UK and Legae, a proxy advisory service based in South Africa.

Although these engagements focused primarily on the implementation of the Group's remuneration policy, broader policy issues were also raised and considered. Concerns raised by shareholders and the Group's response and action plans are summarised below:

Shareholder feedback		Comment		Action
Remuneration policy
Reflect linkage between the business strategy and its implementation to executive director's remuneration.		Remuneration for the executive directors is closely aligned to the strategy of the business where the achievement and reward of certain performance outcomes of the short-term incentive (STI) is as a result of supporting the strategy and implementation thereof.		Greater disclosure of the linkage between the strategy and executive directors' achievement is provided.
Consideration of minimum shareholding requirements for executive directors and prescribed officers. This was proposed by management and implemented from 1 July 2019.		The current target of minimum shareholding of executive directors is considered appropriate. CEO 1,5 times annual post-tax fixed remuneration CFO 1,25 times annual post-tax fixed remuneration Executive directors and prescribed officers 1 times annual post-tax fixed remuneration		Policy implemented and monitored.
Request to include malus and clawback provisions.				Malus and clawback provisions are now disclosed. These clauses were included in the share scheme since the inception of the scheme.
An understanding on why the Imperial Holdings remuneration policy was appropriate for Motus, due to the very different nature of the two businesses.		The executive directors and executive management team were transferred from the Imperial Holdings to the Motus Group. The salaries were benchmarked at the time of the unbundling and were deemed appropriate. The long-term incentives (LTI) are linked to the Imperial Holdings and Motus share price for three years from unbundling.		The current remuneration policy is considered appropriate at this time but is continuously reassessed.
Implementation
Disclosure of STI targets.		The 2021 STI criteria include financial criteria (more than 50% weighting) and non-financial criteria.		Further detail has been provided in the report for the 2021 criteria.
No disclosure of the peer group.		Previous disclosure deficiency.		The peer group is now disclosed.
Improved disclosure around TCTC benchmarking.		It was decided not to perform benchmarking in the current year as a result of the unique environment created by the global COVID-19 crisis and the decisions taken by the company and management to reduce fixed remuneration for six months with no annual inflationary increases for the 12 months to 30 June 2021.		Regular benchmarking of the remuneration packages of the CEO, CFO, non-executive directors, executive directors, prescribed offices and senior staff members, with the assistance of independent remuneration experts, will re-commence in the 2021 financial year.
Concern around certain performance criteria not being considered, namely capital allocation and an appropriate cash conversion measurement.		The LTI criteria include strategy implementation and the growth of ROIC, which addresses capital allocation. A cash conversion criteria has now been included.The STIs include working capital management for divisional CEO's. The STIs include working capital management for divisional CEO's.		Criteria have been revised and Remco continuously assesses performance against criteria.
LTI awards with a longer vesting profile will be better supported with careful consideration for the quantum of the award.		LTI awards have a three-year vesting period and are market related. The quantum of allocations of LTI awards are calculated using a model developed by PwC and is determined using the expected value of an allocation expressed as a percentage of fixed remuneration. The value of LTI awards is determined using the binomial tree valuation methodology. The determination of the quantum of the award is considered appropriate.		Remco assesses vesting profiles and the quantum of awards prior to the awards being made. Advice from external advisors is obtained where deemed appropriate and necessary.
The once-off allocation of conditional share plan (CSPs) awarded upon listing Motus are not supported.		Prior to listing, certain key executive management, who were with the Group in excess of 35 years, retired. On the listing of Motus, and as part of the unbundling from Imperial Holdings, the Group made exceptional CSP allocations to certain key members of management who were viewed as essential to the continued success of the newly listed entity into the future. The awards were considered exceptional but warranted in the circumstances to serve both as a retention tool and an incentive aligned to the interests of shareholders.		This was a once-off allocation in 2018 that will not be repeated.
Consider more stretching vesting conditions for LTI awards and reduce the high percentage and the weightings on qualitative metrics.		The vesting criteria are reviewed annually and have been revised this year to ensure they are aligned with shareholder interests and have sufficient stretch.		Criteria have been revised and Remco continuously assesses performance against criteria.

The Remco, on behalf of the Motus Group, would like to thank the shareholders for taking the time to engage with us, and we commit to ongoing constructive engagement with shareholders on the remuneration policy and implementation thereof.

Independent external advice

Remco engages with independent external experts who advise on remuneration trends and benchmarks.

Conclusion

In keeping with the recommended practices contained in King IV, both the remuneration policy and the implementation thereof will be tabled for approval by shareholders by separate non-binding advisory votes at the AGM on 10 November 2020.

Although a non-binding advisory vote, the board continues to take into account the views expressed by shareholders in its deliberations and remains deeply committed to responsible conduct, sound governance and transparency regarding executive compensation.

Should 25% or more of the voting rights exercised at the 2020 AGM be voted against the remuneration policy and/or its implementation, the board will in good faith commence engaging with shareholders to ascertain the reasons and take steps to address their valid objections and concerns raised, which may include amending the remuneration policy or clarifying or adjusting remuneration governance and/or processes.

The board will also disclose the steps taken to address any concerns that may be raised.

Section 3: Governance

Remuneration committee

Committee chairman

The committee is chaired by Mr A Tugendhaft, a non-executive director.

Role of the committee

Remco advises and guides the board on the following:

• Accurate and transparent disclosure of directors' remuneration.
• The establishment and implementation of remuneration policies for non-executive directors, executive directors and other executives, to ensure that the company remunerates directors and executives fairly and responsibly.
• Approval of the general composition of remuneration packages and the criteria for executive short and long-term awards.
• Increases to non-executive directors' fees to be proposed for shareholder approval.
• Material changes to the Group pension and provident funds, and medical aid schemes where appropriate.
• The administration of share-based incentive schemes.
• Ad-hoc advice on remuneration and related issues impacting the Group's executives.

Committee membership

All the members are non-executive directors and the majority of the members are independent. Mr Tugendhaft, who is a non-executive director, is not classified as independent in terms of King IV, as his firm, TWB, provides legal services to the Group. Mr Tugendhaft, however, provides continuity and guidance on account of his seniority and long standing Remco membership, both at Imperial Group prior to unbundling and with Motus since unbundling.

The Group CEO and CFO attend committee meetings by invitation and assist the committee in its deliberations, except when issues relating to their own remuneration and performance are discussed. No director is able to decide his or her own remuneration.

Member	Attendance
A Tugendhaft (Chairman)	4/4
GW Dempster (member)	4/4
P Langeni (member)	4/4

Section 4: Remuneration policy

Reward philosophy

Motus' remuneration policy is formulated to attract and retain high-calibre executives and motivate them to develop and implement the Group's strategy to optimise long-term shareholder value. The Group's remuneration policy also aims to align the entrepreneurial ethos and long-term interests of senior managers and executives with those of the shareholders.

Fair and responsible remuneration

The remuneration policy is intended to conform to best practice. It is structured around the following key principles:

• Total rewards are set at levels that are responsible and competitive within the relevant market.
• Incentive-based rewards (STI and LTI) are capped and earned through the achievement of demanding growth and return targets consistent with shareholder interests over the short, medium and long term.
• Incentive plans, performance measures and targets are structured to operate soundly throughout the business cycle.
• The design and implementation of LTI schemes are prudent and do not expose shareholders to unreasonable financial risk.

Determination of performance incentives

Motus has various formal and informal frameworks for performance management that are directly linked either to increases in TCTC and/or annual STIs. Performance management and assessment sessions take place regularly throughout the Group, where company performance, personal achievement of key performance indicators (KPIs), and delivery on key strategic imperatives are discussed.

	2020	2019
Total number of employees	17 499	18 628
Total compensation paid to employees (Rm)	6 633	6 822

Remuneration breakdown

The Group's employees are key determinants of its success. Employee remuneration, particularly guaranteed pay, is a significant component of the Group's total operating costs. The Group's remuneration policy seeks to attract and retain quality employees at all levels. Remuneration is structured to be competitive and relevant in the sectors in which the Group operates.

Salaried employees

Total cost to company (TCTC)		Short-term incentives		Long-term incentives		Other benefits
TCTC is monitored and benchmarked on an ongoing basis. Remuneration levels take into account industries, sectors and geographies from which skills are acquired or to which skills are likely to be lost, the general market and the market in which each business operates. TCTC and the mix of fixed and variable pay are designed to meet each business' industry, operational needs and strategic objectives, based on stretch targets that are verifiable and relevant. The structure of remuneration for unionised employees is driven by collective bargaining and sectoral determinations. General adjustments to guaranteed pay levels are effective from 1 July each year. In unionised environments, collective bargaining arrangements may come into operation at other agreed times. Annual increase parameters are set using guidance from Group budgeting processes, market movements, individual performance, the performance of the division and/or company and other relevant factors. Increases above inflation depend on divisional or departmental and individual performance.		Divisions pay STIs aligned to industry best practice and in some cases include a guaranteed bonus equal to one month's salary. However, in the majority of cases, incentives depend on the performance of the individual and business in which they are employed. Performance criteria are set for each individual, depending on the requirements of the job.		Only salaried employees at senior management level qualify for LTIs.		Company car, travel allowances, pension and provident fund, medical aid (includes both regular and budget options).

Executive directors and prescribed officers

Executives are responsible for leading others and taking significant decisions about the short and long-term operation of the business, its assets, funders and employees. They require specific skills and experience and are held to a higher level of accountability.

Elements of executive remuneration

Executive remuneration comprises the following elements:

1. Total cost to company.

2. Annual short-term incentive (STI).

3. Share-based long-term incentive schemes.

Remco seeks to ensure an appropriate balance between the fixed and performance-related elements of executive remuneration and between those aspects of the package linked to short-term performance and those linked to longer-term shareholder value creation.

The Group's general philosophy for executive remuneration is that the performance-based pay of executive directors and senior managers should form a significant portion of their expected total compensation. There should also be an appropriate balance between rewarding operational performance (through annual incentives) and rewarding long-term sustainable performance (through long-term share-based incentives). Since Motus operates in the Retail sector, STIs are critical to incentivise divisional CEO's and senior team members to achieve annual targets.

•  Total cost to company (TCTC)

TCTC is the fixed remuneration including benefits before short-term incentives. The TCTC of each executive is based on roles in similar companies, which are comparable in terms of size, market sector, business complexity and international scope. When determining fixed remuneration, the factors relating to divisional performance, individual performance and changes in responsibilities are considered.

Executive directors are entitled to vehicle benefits, pension and/or provident fund contributions, medical insurance and death and disability insurance. Providing these benefits is considered to be market competitive for executives and is included in fixed remuneration.

•  Annual short-term incentive (STI)

All executives are eligible to receive a performance related STI. The incentive is non-contractual and not pensionable. Remco reviews incentives annually and determines the level of each incentive payment based on performance criteria set at the beginning of the performance period.

The annual STI criteria for the executive directors and prescribed officers include:

Financial performance
Group return on invested capital (ROIC) The base target for ROIC is achievement of the weighted average cost of capital (WACC) and the measurement pays on the gap between ROIC and WACC.		Group headline earnings per share (HEPS) growth The measurement starts to pay out above a base target for HEPS growth.
Divisional return on invested capital (ROIC) The base target for ROIC is achievement of the WACC and the measurement pays on the gap between ROIC and WACC.		Divisional operating profit growth The measurement starts to pay out above a base target for profit before interest and tax (PBIT) growth.

Transformation and talent management

This measurement is based on sub-measurements for the organisation as a whole and at divisional level: Management control. Employment equity. Skills development. Growth in black top, senior and middle management. Implementation of a strategic talent management plan and the development of a three- to five-year succession plan for key staff members. Implementing diversity workshops and assisting staff with diversity.

Special projects (for certain executive directors and Exco members)

The purpose of this measurement is based on specific projects identified critical to the success of the business at the Group and divisional level. Some examples of specific projects include: Regulatory compliance. Specific business requirements and projects. Specific innovation projects. Specific IT projects.

Discretionary		Annual STI
This component allows Remco to make adjustments in circumstances which could not be foreseen at the start of the period or are not in the control of a particular executive. This component of STI has been reduced to a maximum of 20%.		Remco sets the minimum performance targets at which annual STIs become payable and the targets at which the maximum incentive is paid. STIs are capped at maximum levels as a percentage of TCTC. The committee has the discretion to make adjustments to payments in exceptional circumstances where application of the formula will result in payments which are not aligned with shareholder expectations or fair remuneration practice. Maximum STI as % of TCTC   CEO and CFO Executive director Other staff 150 100 30 to 100

The criteria for STI going forward will be reassessed and determined with performance targets set by Remco. Targets will differ depending on the position of each executive and the division in which they operate, and will encompass financial performance, employment equity and talent management criteria.

Share-based long-term incentive and retention schemes

Executive participation in LTI and retention schemes is based on criteria such as seniority, performance during the year and retention drivers. Any senior employee with significant managerial or other responsibility, including any director holding salaried employment or office in the Group, is eligible to participate in LTI schemes. Non-executive directors may not be awarded rights in any of the incentive schemes.

The Group has three LTI plans:

• Share appreciation rights (SARs) scheme, discontinued from 1 July 2020.
• Deferred bonus plan (DBP), discontinued from 1 July 2019.
• Conditional share plan (CSP).

Share appreciation rights (SAR)

The SAR scheme has been discontinued from 1 July 2020 however, the criteria have been included below as these shares may vest in June 2022. Selected participants receive annual grants of SARs, which are conditional rights to receive Motus shares equal to the difference between the exercise price and the grant price. Vesting of rights are subject to performance conditions being met and participants remaining employed with the Group for the vesting period. The performance conditions and the performance period are determined by the board annually in respect of each new grant of rights.

The SARs allocated vest after three years and lapse two years after vesting.

The performance targets employed in the SARs scheme are the achievement of specified targets set by Remco at the time of issue. These include:

	% of SARs awards
Growth in HEPS relative to the growth in HEPS of a selected peer group of JSE-listed companies	50
ROIC in excess of WACC	50

The extent to which each performance condition has been met is determined on the vesting date as follows:

HEPS growth over the performance period	% of SARs awards
If the HEPS growth of the company is below the lower quartile of the peer group	0
If the HEPS growth of the company is equal to the lower quartile of the peer group	30
If the HEPS growth of the company is equal to or above the upper quartile of the peer group	100

Linear vesting occurs between 30% and 100%, depending on the company's performance relative to the peer group if HEPS growth falls in the second or third quartile.

ROIC	% of SARs awards
If the average ROIC of the company over the performance period is lower than the average WACC of the company over the performance period	0
If the average ROIC over the performance period is equal to the average WACC of over the performance period	30
If the average ROIC over the performance period is equal to or above a predetermined target percentage	100

Linear vesting occurs between 30% and 100%, depending on the company's if ROIC is between WACC and the target percentage.

The targets and measures relating to each issue are detailed in a letter of grant. After vesting, the rights may be exercised by a participant within two years after vesting. Upon exercise by a participant, the difference between the exercise price and the grant price is paid by:

• Delivering Motus shares that will or have been purchased on the open market; or
• Delivering Motus shares that will be received through call options (hedges); or
• The issue of new shares; or
• As a fall-back provision only, by settling the value in cash.

Deferred bonus plan (DBP)

Qualifying senior employees are required to purchase Motus shares which are held in escrow by the company. On the condition that the participant remains in the employ of the Group and retains the shares over a three-year period, a matching award of Motus shares is made on vesting. A participant remains the owner of the shares for the duration of the three-year period and enjoys all shareholder rights in respect of the shares. Although shares can be sold by the participant at any stage, the matching award is forfeited in line with the level of sales of the shares.

This scheme is replaced by the CSPs from the 2020 year and the last vesting of DBPs will take place in September 2021.

Conditional share plan

Employees receive grants of conditional awards and the vesting is subject to performance conditions. The performance conditions for the CSP are based on performance targets set by the board.

The performance conditions applicable to annual CSP allocations are the same as those used in respect of SARs explained above. For the 2021 financial year, the CSP criteria will be adjusted to accommodate the current crisis as set out below.

CSPs are only awarded to the most senior employees and replace annual SARs and DBP allocations.

Allocation of SARs and CSPs

Allocations of SARs and CSPs are made annually based on the following criteria:

• Performance of the participant.
• The job grading of the participant.
• Key retention considerations regarding participants.

The quantum of allocations of SARs and CSPs are calculated using a model developed by PwC and is determined using the expected value of an allocation expressed as a percentage of TCTC (fixed remuneration). The percentage allocated is determined based on retention considerations and the job grading of the participant, which also determines whether a participant receives both SARs and CSPs or only SARs or only CSPs. From 1 July 2020, only CSPs will be issued and the number of participants in the scheme has been reduced.

Benchmark awards for SARs and CSPs

	Expected values as % of total guaranteed package
CEO and CFO	100
Executive directors	75
Exco member: Business Unit Leader	50
Exco member: Support role	35
Other senior staff	30

The value of long-term share-based incentives is determined in the financial year of allocation using the binomial tree valuation methodology. This is based on a number of assumptions, which include the original award price, the expected rate of share price growth and the expected fulfilment of related performance conditions. The eventual gains from long-term share-based incentives will vary from year to year depending on vesting and exercise patterns, as well as the impact on share price performance and external factors such as market sentiment, interest rates, commodity prices and exchange rates.

Alignment to strategy

Our strategic focus is centred on deepening our competitiveness and relevance across the automotive value chain, by driving organic growth through optimisation and innovation to leverage existing capabilities and networks. Further selective expansion will be driven by the introduction of additional brands and businesses in areas close to existing dealerships via bolt-on acquisitions locally and internationally, strategic acquisitions in the Aftermarket Parts business to enhance the supply chain and bolt on technology companies to enhance the Financial Services business.

Our five strategic pillars include:

• Ensure market leadership.
• Enhance financial performance.
• Drive innovation.
• Improve technology solutions.
• Invest in human capital and transformation initiatives.

In order to focus on the achievement of the Group's or entity's strategy, up to 80% to 85% of an individual's performance measurement includes objectives aligned with the achievement of the operating entity's strategic focus areas. In the case of the Group CEO and CFO the focus is on the group's strategies. The remaining 10% to 15% measures the employee's behaviours against the Group's values.

Reduction or forfeiture of share scheme awards (malus and clawback)

Share scheme awards are subject to reduction or forfeiture (in whole or in part) if:

• There is reasonable evidence of fraud or material error by a participant; or
• The financial performance of the Group or the relevant business unit for any financial year in respect of which an award is based have subsequently appeared to be materially inaccurate; or
• The Group or the relevant business unit suffers a material downturn in its financial performance, for which the participant can be held responsible; or
• Resignation or dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct (whether such cessation occurs as a result of notice given by the employee or otherwise or if he/she resigns to avoid dismissal on grounds of misconduct, poor performance or proven dishonest or fraudulent conduct) before the vesting date, all share appreciation rights, conditional awards and all matching awards will lapse, unless the board determines otherwise.

Vesting of any awards may be postponed while there is an ongoing investigation or other procedure being carried on to determine whether the forfeiture provisions apply in respect of a participant, or if further investigation is warranted.

Retirement, retrenchment, death, ill health, disability or other reasons for cessation of employment

If a participant ceases to be an employee due to retirement at normal retirement age, the unvested SARs and/or unvested conditional awards and/or matching awards will remain subject to the performance criteria and will vest (subject to these) on the normal vesting date.

If a participant ceases to be an employee due to retrenchment, death, ill health, disability or reasons other than resignation or dismissal, the board will by written notice to the participant or the executor of the deceased estate permit a pro rata portion of the unvested SARs and CSPs and/or unvested conditional awards and/or matching awards to vest on the date of cessation of employment.

The pro rata portion of the SARs and CSPs that vest will, unless the board determines otherwise, reflect the number of months served since the date of grant and the extent to which the performance conditions have been satisfied. In the case of matching awards, the allocation will be based on the number of bonus shares held and the DBP period at the time of cessation of employment, unless the board determines otherwise. The balance of the unvested SARs and CSPs not permitted to be exercised or matching awards that do not vest will lapse.

Share buy-backs and hedges

The Group buys back shares or buys hedges to limit its exposure to deliver shares in terms of share-based LTI schemes. SARs awards are hedged through a combination of shares purchased and the purchase of call options, after allowing for attrition over the vesting period. DBPs and CSPs are hedged with shares held in treasury for that purpose.

Retirement schemes

Executives participate in contributory retirement schemes which include pension and provident funds established by the Group. Executive retirement is governed by their retirement scheme rules, subject to the ability of the company to enter into fixed-term contracts to extend the services of any executive within certain prescribed limits.

The nominations committee governs the succession policy and plans, external appointments and directors' service contracts covered below. These items are included in the report as both the nominations committee and Remco are relevant decision makers on these matters.

Succession policy and plans

The committee considers succession plans regularly for executives and non-executive directors and senior management. This process includes:

• The identification of current incumbents in key positions.
• An assessment of how long the current incumbent is expected to remain in the position.
• Identification of candidates that are vulnerable due to age, health or attractiveness to competitors.
• Identification of potential short-term and long-term successors, both internally and externally.
• Positioning and development of potential successors.

In line with its strategic objective of implementing leading-edge talent management processes, the Group has embarked on a process to measure and develop the executive talent pool.

External appointments

Executives are not permitted to hold external directorships or offices without the approval of the board.

Directors' service contracts

Directors' contracts can be terminated by giving them between three and six months' notice.

Directors' appointments are made in terms of the company's MOI and are initially confirmed at the first AGM of shareholders following their appointment, and thereafter by rotation.

Minimum shareholding requirements (MSR)

In line with ensuring alignment between executives and shareholders, on the recommendation of management, the Group adopted a minimum shareholding requirement (MSR) for executive directors and prescribed officers.

Each executive's MSR target is determined using the executive's fixed annual remuneration after tax. The target has to be achieved within five years from 1 July 2019 (or from the joining date in the case of new appointees), unless otherwise determined by the Remco considering market conditions and related factors. It is not the intention of the scheme to compel executives to incur debt to acquire Motus shares but rather that executives should retain shares acquired through the operation of share incentive schemes up to the MSR target.

Compliance with the MSR will be measured annually and executives subject to MSR will have to declare the extent of their personal shareholdings in the company at each year-end or as and when directed by the company. The Remco will assess compliance with the MSR before making future discretionary LTI awards.

MSR targets are set as follows:
CEO	1,5 times post-tax annual fixed remuneration
CFO	1,25 times post-tax annual fixed remuneration
Executive directors and prescribed officers	1 times post-tax annual fixed remuneration

Non-executive directors' fees

The Remco reviews and recommends to the board the fees payable to non-executive directors. The board in turn makes recommendations to shareholders after considering the fees paid by comparable companies, responsibilities of the non-executive directors and considerations relating to the retention and attraction of high-calibre individuals. The Group has decided to maintain a structure where directors' fees are not split between membership and attendance fees, as the efforts and contribution of non-executive directors goes well beyond their attendance at formal board or sub-committee meetings, and the Group has not had significant instances of non-attendance of meetings.

Changes for the 2021 financial year

Due to the current COVID-19 crisis, and the related economic impact both globally and in South Africa, the annual STI and LTI criteria for 2021 have been revised as follows:

2021 annual short-term incentive

The 2021 annual STI criteria for the CEO and CFO will include:

	Maximum STI as % of TCTC
Achieving Group operating profit target	30
Achieving Group profit before tax target	30
Achieve free cash flow target	30
Strategy execution	25
Cost cutting
Bank covenants compliance
Restructuring the business for the 'new normal'
Transformation	20
Enhance transformation and diversity across all operations
Improve race and gender representation
Implement a strategy to attract, develop and retain talent
Discretionary	15
Matters which are outside the performance measures set out above
Maximum as percentage of fixed compensation	150

The 2021 annual STI criteria for the executive director will include:

	Maximum STI as % of TCTC
Achieving Group operating profit target	20
Achieving divisional profit before tax target	30
Transformation	20
Enhance transformation and diversity across all operations
Implement a strategy to attract, develop and retain talent
Growth in black senior and middle management, B-BBEE scorecard, succession and talent management
Project specific tasks (innovation, POPIA legislation preparation and IT projects)	20
Discretionary	10
Matters which are outside the performance measures set out above
Maximum as percentage of fixed compensation	100

The 2021 annual STI criteria for the prescribed officers, will include:

	Maximum STI as % of TCTC
Achieving Group operating profit target	15
Divisional operating profit growth	30
Achieving working capital target	15
Transformation	20
Enhance transformation and diversity across all operations
Implement a strategy to attract, develop and retain talent
Growth in black senior and middle management, black dealer principals B-BBEE scorecard, succession and talent management
Market share/specific projects	10
Discretionary	10
Matters which are outside the performance measures set out above
Maximum as percentage of fixed compensation	100

The 2021 annual STI criteria for the Company Secretary, will include:

	Maximum STI as % of TCTC
Achieving Group operating profit target	13
Achieving Group profit before tax target	13
Transformation	13
Enhance transformation and diversity across all operations
Implement a strategy to attract, develop and retain talent
Growth in black senior and middle management, B-BBEE scorecard, succession and talent management
Specific projects (legal and governance projects)	13
Discretionary	13
Matters which are outside the performance measures set out above
Maximum as percentage of fixed compensation	65

Long-term incentives and criteria for 2021

The Group will issue only CSPs for the 2021 financial year and the maximum allowable CSPs are a percentage to fixed compensation as follows:

	Maximum LTI as % of TCTC
CEO and CFO	100
Executive director	75
Executive committee member: CEO of a business	50
Executive committee member: Head of a support role	35
Other participants	30

The CSPs were issued at R29,20 per share.

Criteria for participants will include:

	% of CSP awards
Growth in HEPS relative to the growth in HEPS of a selected peer group of JSE-listed companies	25
ROIC in excess of WACC (average over F2020 and F2023 years)	25
Achieve free cash flow generation target in aggregate, set annually by Remco (over three years)	25
Discretionary	25

Section 5: Implementation of remuneration policy

Historical Imperial Holdings share schemes

Motus' employees who had been awarded rights in Imperial Holdings share schemes prior to the listing of Motus on the JSE continue to participate in those schemes. Upon exercise, their SARs will be settled by Motus in Motus shares and their DBPs will be settled in Imperial Holdings and Motus shares. A total of 5 470 194 SARs remain unexercised in terms of the Imperial Holdings SAR scheme at an average price of R151,80 per share. A total of 164 877 DBPs have been taken up and remain unvested in the Imperial Holdings DBP scheme. There were no CSP awards.

Motus share scheme allocations

A total of 6 647 691 SARs remain unexercised in terms of the SAR scheme at an average price of R80,11 per share. A total of 240 097 DBPs have been taken up and remain unvested. A total of 1 398 763 CSPs have been allocated and remain unvested.

Annual share scheme allocations

The Group will be making annual allocations of CSPs during July 2020 according to the allocation benchmarks in the remuneration policy.

The peer group of JSE-listed companies was selected based on an independent report prepared by PwC and considers comparative metrics including revenue, number of employees, industry and complexity.

Current peer group	Sector
AVI Limited	Consumer goods
Barloworld Limited	Industrials
Bidvest Limited	Industrials
Clicks Group Limited	Consumer services
CMH Group	Consumer services
Foschini Group	Consumer services
KAP Industrial Holdings Limited	Industrials
Massmart Holdings Limited	Consumer services
Mr Price Group Limited	Consumer services
Pick n Pay Stores Limited	Consumer services
RCL Foods Limited	Consumer services
Super Group Limited	Industrials
The Spar Group Limited	Consumer services
Tiger Brands Limited	Consumer goods
Truworths International Limited	Consumer services
Woolworths Holdings Limited	Consumer services

Proposed non-executive directors' fees for 2021 and 2022

At the AGM to be held on 10 November 2020, shareholders will be requested to approve the following non-executive directors' remuneration by special resolution in terms of section 66(9) of the Companies Act, granting authority to pay fees for services as directors, which will be valid with effect from the date of the AGM until 30 June 2022.

The approved fees for the 2020 financial year have been reduced by 15% for three months starting on 1 April 2020. The approved fees for the 2021 financial year have been reduced to reflect no increase from the 2020 financial year, as well as a reduction of 15% for three months starting 1 July 2020. The proposed increase in fees for the 2022 financial year is 5% for all boards and committees.

The table below provides a breakdown per committee for the year ended 30 June 2020, as well as proposed fees for years ended 30 June 2021 and 30 June 2022:

R'000	Approved fee from 1 July 2019 to 30 June 2020		Actual fee from 1 July 2019 to 30 June 2020		Proposed fee from 1 July 2020 to 30 June 2021		Proposed fee from 1 July 2021 to 30 June 2022
Chairman*	1 042 650		1 003 551		1 003 551		1 053 730
Deputy chairman and lead independent director*	521 325		501 775		501 775		526 870
Board member	298 200		287 018		287 018		301 340
Assets and liabilities committee chairman*	190 050		182 923		182 923		192 069
Assets and liabilities committee member	126 525		121 780		121 780		127 870
Audit and risk committee chairman*	393 750		378 984		378 984		397 940
Audit and risk committee member	196 875		189 492		189 492		198 970
Divisional board member	176 925		170 290		170 290		178 810
Divisional finance and risk committee member	70 875		68 217		68 217		71 630
Remuneration committee chairman*	142 275		136 940		136 940		143 790
Remuneration committee member	94 500		90 956		90 956		95 510
Nominations committee chairman*	142 275		136 940		102 705		107 840
Nominations committee member	94 500		90 956		68 217		71 628
Social, ethics and sustainability chairman*	190 575		183 428		183 428		192 600
Social, ethics and sustainability member	126 525		121 780		121 780		127 870

*	Fee paid in addition to a member's fee.

The nominations committee meetings will be reduced to three times a year with a resultant decrease in the committee fees from 2021. The committee will meet more frequently as the need arises.

In determining the proposed fees, cognisance was taken of market trends and the additional responsibilities of non-executive directors in terms of increased legal and governance requirements.

Executive directors receive no directors' or committee fees for their services as directors in addition to their normal remuneration as employees.

Non-executive directors' fees for 2020

The table below provides an analysis of the emoluments paid to non-executive directors for the year to 30 June 2020:

	Directors' fees R'000		Sub- committee fees R'000		COVID-19 salary sacrifice R'000		12 months 2020 Total R'000		7 months 2019 Total R'000
Non-executive directors
GW Dempster	1 341		648		(75)		1 914		1 105
P Langeni	298		238		(18)		518		380
S Mayet	298		717		(38)		977		564
KR Moloko	298		323		(23)		598		345
MJN Njeke	298		591		(35)		854		412
A Tugendhaft	820		458		(48)		1 229		710
Total	3 353		2 975		(237)		6 090		3 516

Executive remuneration

The Group remunerated its executive directors during the year as follows:

1. Annual remuneration

2. Short term incentive

3. Long term incentive

The maximum STI's are:

	Maximum STI as % of TCTC
CEO and CFO	150
Senior management	50 to 100
Other senior staff	20 to 35

The criteria for the LTI's are:

The CSPs awarded during September 2019 to the executive directors and prescribed officers are subject to performance criteria set out below and will vest in September 2022.

CSP performance conditions

Condition	Weighting %
ROIC >2% over WACC	50
HEPS versus peer group	50

Osman Arbee – Group CEO

2020 remuneration

Cash component R'000	Retirement and medical contributions R'000	Other benefits R'000	STI bonus R'000	Total cash remuneration R'000	Gains on exercise of LTI awards R'000	2020 Total taxable remuneration realised R'000	2019 Total taxable remuneration realised R'000
9 746	468	386	8 348	18 948	7 049	25 997	29 613

TCTC

Osman's TCTC was increased by 5% for inflation and then reduced by 20% for the three months to 30 June 2020 for COVID-19. His revised TCTC amount is R10 600 000 (2019: R10 600 000). In addition, the TCTC will be reduced by 20% for the three months to 30 September 2020. The remuneration for this position was externally benchmarked in the prior year against companies with a similar size, complexity and geographic spread.

Short-term incentive

Based on the STI criteria set during July 2019, Osman achieved 40% of the set criteria and 10% was added for the additional efforts of managing the business during the COVID-19 crisis. This equates to 50% of the maximum amount payable. An annual incentive of R8 347 500 was paid (2019: R12 500 000).

Long-term incentive and retention payments

Annual allocation of CSPs in line with LTI award benchmarks for executive directors to a value of R11 130 000. The allocation for the CEO was split between CSPs of R6 326 560 and the balance in cash. The CSPs are subject to performance criteria and will vest in 2023.

Ockert Janse van Rensburg – Group CFO

2020 remuneration

Cash component R'000	Retirement and medical contributions R'000	Other benefits R'000	STI bonus R'000	Total cash remuneration R'000	Gains on exercise of LTI awards R'000	2020 Total taxable remuneration realised R'000	2019 Total taxable remuneration realised R'000
5 027	412	169	4 350	9 958	708	10 666	14 356

TCTC

Ockert's TCTC was increased by 5% for inflation and then reduced by 15% for the three months to 30 June 2020 for COVID-19. His revised TCTC amount is R5 608 000 (2019: R5 500 000). In addition, the TCTC will be reduced by 15% for the three months to 30 September 2020. The remuneration for this position was externally benchmarked in the prior year against companies with a similar size, complexity and geographic spread.

Short term incentive

Based on the STI criteria set during July 2019, Ockert achieved 40% of the set criteria and 10% was added for the additional efforts of managing the business during the COVID-19 crisis. This equates to 50% of the maximum amount payable. An annual incentive of R4 350 000 was paid (2019: R8 250 000).

Long-term incentive and retention payments

Annual allocation of CSPs in line with LTI award benchmarks for executive directors to a value of R5 800 000. The CSPs are subject to performance criteria and will vest in 2023.

Kerry Cassel – CEO: Financial Services and Executive Director

2020 remuneration

Cash component R'000	Retirement and medical contributions R'000	Other benefits R'000	STI bonus R'000	Total cash remuneration R'000	Gains on exercise of LTI awards R'000	2020 Total taxable remuneration realised R'000	2019 Total taxable remuneration realised R'000
4 076	385	248	3 000	7 709	–	7 709	8 836

TCTC

Kerry's TCTC was increased by 13% for inflation and following her appointment to the board of Motus which resulted in additional responsibilities, including Head of Innovation and Information Technology, and then reduced by 15% for the three months to 30 June 2020 for COVID-19. Her revised TCTC amount is to R4 709 000 (2019: R4 500 000). In addition, the TCTC will be reduced by 15% for the three months to 30 September 2020. The remuneration for this position was externally benchmarked in the prior year against companies with a similar size, complexity and geographic spread.

Annual incentive bonus

Based on the STI criteria set during July 2019, Kerry achieved 60% of the set criteria. An annual incentive of R3 000 000 was paid (2019: R4 250 000).

Long-term incentive and retention payments

Annual allocation of CSPs in line with LTI award benchmarks for executive directors to a value of R3 675 000. The CSPs are subject to performance criteria and will vest in 2023.

Prescribed officer remuneration

Prescribed officers are persons, not being directors, who either alone or with others exercise executive control and management of the whole or a significant portion of the business of the company.

Corné Venter – CEO: Retail and Rental South Africa

2020 remuneration

Cash component R'000	Retirement and medical contributions R'000	Other benefits R'000	STI bonus R'000	Total cash remuneration R'000	Gains on exercise of LTI awards R'000	2020 Total taxable remuneration realised R'000	2019 Total taxable remuneration realised R'000
3 432	453	242	2 150	6 277	–	6 277	6 386

TCTC

Ockert's TCTC was increased on 1 April 2019 to R3 900 000 per annum to compensate him for his additional responsibilities for being appointed as the CEO of the Retail and Rental Division in South Africa, then increased on 1 July 2019 to R4 300 000 per annum for inflation. This amount was reduced by 15% for the three months to 30 June 2020 for COVID-19. His revised annual compensation is R4 127 000 (2019: R3 506 250 average for 2019). The increase is 18% for the year for inflation and the change in role. In addition, the TCTC will be reduced by 15% for the three months to 30 September 2020. The remuneration for this position was externally benchmarked in the prior year against companies with a similar size, complexity and geographic spread.

Short term incentive

Based on the STI criteria set during July 2019, Ockert achieved 40% of the set criteria and 10% was added for the additional efforts of managing the business during the COVID-19 crisis. This equates to 50% of the maximum allowable amount payable. An annual incentive of R2 150 000 was paid (2019: R3 000 000).

Long-term incentive and retention payments

Annual allocation of CSPs in line with LTI award benchmarks for an executive committee member and business unit leader to a value of R2 150 000. The CSPs are subject to performance criteria and will vest in 2023.

Niall Lynch – CEO: Hyundai South Africa

2020 remuneration

Cash component R'000	Retirement and medical contributions R'000	Other benefits R'000	STI bonus R'000	Total cash remuneration R'000	Gains on exercise of LTI awards R'000	2020 Total taxable remuneration realised R'000	2019 Total taxable remuneration realised R'000
2 745	419	255	2 500	5 919	584	6 503	6 800

TCTC

Niall's TCTC was increased by 15% for inflation and additional responsibilities resulting from being appointed to the board of the United Kingdom business and then reduced by 15% for the three months to 30 June 2020 for COVID-19. His revised TCTC amount is R3 419 000 (2019: R3 200 000). In addition, the TCTC will be reduced by 15% for the three months to 30 September 2020. The remuneration for this position was externally benchmarked in the prior year against companies with a similar size, complexity and geographic spread.

Short term incentive

Based on the STI criteria set during July 2019, Niall achieved 70% of the set criteria. An annual incentive of R2 500 000 was paid (2019: R3 250 000).

Long-term incentive and retention payments

Annual allocation of CSPs in line with LTI award benchmarks for executive committee member and business unit leader to a value of R1 775 000. The CSPs are subject to performance criteria and will vest in 2023.

Janine Jefferies – General Counsel and Company Secretary

2020 remuneration

Cash component R'000	Retirement and medical contributions R'000	Other benefits R'000	STI bonus R'000	Total cash remuneration R'000	Gains on exercise of LTI awards R'000	2020 Total taxable remuneration realised R'000	2019 Total taxable remuneration realised R'000
1 847	168	183	715	2 913	–	2 913	2 618

TCTC

Janine's TCTC was increased by 18% for inflation and new responsibilities resulting from being appointed as the Company Secretary to R2 198 000 (2019: R1 860 000). The remuneration for this position was externally benchmarked in the prior year against companies with a similar size, complexity and geographic spread.

Short term incentive

Based on the STI criteria set during July 2019, Janine achieved 50% of the set criteria. An annual incentive of R715 000 was paid. (2019: R750 000).

Long-term incentive and retention payments

Annual allocation of CSPs in line with LTI award benchmarks for a Company Secretary and legal counsel to a value of R660 000. The CSPs are subject to performance criteria and will vest in 2023.