1. LEARNINGS FROM LONDON LONG TERM INCENTIVE PLANS PRESENTED BY MARLIES BRECHER STANDARD BANK

2. LEARNINGS FROM LONDON Agenda Scheme types and trends Long Term Incentive Plans Employee Share Purchase Plans Share ownership guidelines Hot topics GEO London 2015 Questions

3. SCHEME TYPES AND TRENDS Long Term Incentive Plans

4. SCHEME TYPES AND TRENDS Employee Share Purchase Plans

5. SCHEME TYPES AND TRENDS Share Ownership Guidelines

6. LEARNINGS FROM LONDON LONG TERM INCENTIVE PLANS

7. LEARNINGS FROM LONDON Plan design Changes in requirements over time has lead to many different plans – align and simplify for participants Malus and clawback provisions introduced in the UK (even after the vesting / payment date) Performance shares regarded as most complex by participants

8. LEARNINGS FROM LONDON Communication Directly linked with how participant value or perceive their awards The more communication channels used, the more likely success Information is not communication Tips: The plan and the goals associated with the plan must be visible to the participants Communication should identify why the plan is relevant to the interests of the participant Balance with concerns around company provided investment, financial planning or tax advice Simplify communication, reduce choices and send early Disclaimers

9. LEARNINGS FROM LONDON Administration Data challenges across multiple jurisdictions Data privacy issues (>100 countries have data privacy laws) – third party administrators and participant consent Plan implementation: Importance of a multi disciplined team and good communication strategy Do your homework first with multi jurisdictional implementations

10. LEARNINGS FROM LONDON Mobility challenges: Increasing mobile populations Not limited to ‘traditional’ assignees Relocations Frequent business travellers Increased scrutiny by tax authorities Participant experience – Tip: Be proactive and communicate before events Key element is a defined mobility policy Support for participant - liaison between central (HR, share administrators) and local HR & stakeholders

11. LEARNINGS FROM LONDON Around the world with ESPP High performing companies have higher participation rates in ESPP Global roll-out of ESPP on the rise Compliance – country restrictions and tax considerations Practical barriers: Exchange controls Costly filings (registrations, tax) Small employee numbers Know your global footprint Considerations – local vs parent company communication