ROLFES HOLDINGS LIMITED - Acceptance of Conditional Shares in terms of the Rolfes Holdings Limited Conditional Share Plan

Acceptance of Conditional Shares in terms of the Rolfes Holdings Limited Conditional Share Plan

ROLFES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")


ACCEPTANCE OF CONDITIONAL SHARES IN TERMS OF THE ROLFES HOLDINGS LIMITED CONDITIONAL
SHARE PLAN


Shareholders are referred to the announcement released on the Stock Exchange News
Service of the JSE Limited on 10 April 2017, for the results of the General Meeting
where shareholders approved the Rolfes Holdings Limited Conditional Share Plan
(“CSP”).

In the above regard and in compliance with paragraphs 3.63 to 3.65 of the JSE
Limited Listings Requirements, notification is hereby given that the following
directors of the Company and directors of major subsidiaries of the Company have
accepted a conditional right to Rolfes Holdings Limited Shares issued in terms of
the CSP.

CSP awards are subject to performance criteria and vest as follows:

-   100% of award to vest in full after 3 financial years, linked to predefined
performance criteria.
-   All CSP awards have a strike price of R Nil and a notional value of R 2,78 per
security.

Clearances in terms of the JSE Limited Listings Requirements were obtained.

Name of director                  R M Buttle
Name of company                   Rolfes Holdings Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              1 177 240
Total value                       R3 272 727.20
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  A P Broodryk
Name of company                   Rolfes Holdings Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              706 344
Total value                       R1 963 636.32
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial
Name of director                  L P Ngubo
Name of company                   All major subsidiaries of Rolfes Holdings Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              100 000
Total value                       R 278 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  G J Badenhorst
Name of company                   Rolfes Agri Proprietary Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              350 000
Total value                       R 973 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  N R Bevis
Name of company                   Bragan Chemicals Proprietary Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              350 000
Total value                       R 973 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  F D Denner
Name of company                   Rolfes Agri Proprietary Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              150 000
Total value                       R 417 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  L C Govender
Name of company                   Rolfes Chemicals Proprietary Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              350 000
Total value                       R 973 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  Q T Marais
Name of company                   Rolfes Chemicals Proprietary Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              350 000
Total value                       R 973 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  A C Opperman
Name of company                   Rolfes Water Proprietary Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              350 000
Total value                       R 973 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Name of director                  C J van der Walt
Name of company                   Rolfes Agri Proprietary Limited
Date transaction was effected     5 December 2017
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              150 000
Total value                       R 417 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial


Johannesburg
6 December 2017


Sponsor: Grindrod Bank Limited
Investor relations: Singular Systems

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