IMPERIAL HOLDINGS LIMITED - Dealings in Securities by Directors and Company Secretary of Imperial

Dealings in Securities by Directors and Company Secretary of Imperial

Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1946/021048/06
Share code: IPL
ISIN: ZAE000067211
("Imperial")

DEALINGS IN SECURITIES BY DIRECTORS AND COMPANY SECRETARY OF IMPERIAL

AWARD OF CSP TO CEO AND VESTING OF RIGHTS AND SHARES IN TERMS OF SHARE
INCENTIVE SCHEMES WHICH WERE AWARDED IN 2011

In compliance with the Listings Requirements of the JSE Limited the
following information is provided:

CSP AWARD

On the 10th September 2014 MJ Lamberti was awarded shares in the
Conditional Share Plan (CSP).

These shares will vest on the 15th September 2017 subject to the
achievement over the three year performance period of targeted: core
earnings per share growth; return on invested capital greater than the
weighted average cost of capital; and specific qualitative objectives which
have been determined by the Board. The degree of achievement will be
disclosed when the shares vest.

This award was in accord with the terms and conditions of his employment in
lieu of a short term incentive payment for 2015 and will further be his
only long term incentive and retention scheme allocation for the 2015
financial year.

Director:                                           MJ Lamberti
Nature and extent of
interest in transaction:                            Direct/beneficial
Award reference price:                              R191.09
Number of CSP shares awarded:                       67 064
Total value of transaction:                         R12 815 259.76


VESTING OF RIGHTS AND SHARES IN TERMS OF SHARE INCENTIVE SCHEMES AWARDED IN
2011

Vesting on 15 September 2014 of Share Appreciation Rights (SAR) at a strike
price of R116.59 per SAR and vesting of no consideration matching ordinary
shares in terms of Deferred Bonus Plan (DBP) at a price of R189.52 per
share. The gains of participants in terms of the SAR scheme will depend on
the date that each participant elects to exercise the vested rights, which
may be done for a period of four years after vesting.

DBP shares were acquired by scheme participants in 2011 on the open
market at the then ruling price with their after tax bonus. Upon vesting,
matching ordinary shares are awarded at no further consideration.

Director:                                           M Akoojee
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               9 181
Total value of transaction:                         R1 739 983.12
Number of SAR vested                                11 628
Director:                                           OS Arbee
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               10 406
Total value of transaction:                         R1 972 145.12
Number of SAR vested                                23 377


Director:                                           MP de Canha
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               10 712
Total value of transaction:                         R2 030 138.24
Number of SAR vested                                25 011

Director:                                           PB Michaux
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               5 251
Total value of transaction:                         R995 169.52
Number of SAR vested                                12 200

Director:                                           JJ Strydom
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               4 039
Total value of transaction:                         R765 471.28
Number of SAR vested                                9 384

Director:                                           M Swanepoel
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               9 641
Total value of transaction:                         R1 827 162.32
Number of SAR vested:                               23 377

Director:                                           RL Hiemstra
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               10 406
Total value of transaction:                         R1 972 145.12
Number of SAR vested:                               23 377

Company secretary:                                  RA Venter
Nature and extent of
interest in transaction:                            Direct/beneficial
Number of matching DBP shares vested:               4 177
Total value of transaction:                         R719 625.04
Number of SAR vested:                               9 705

Prior written approval in terms of paragraph 3.66 of the Listings
Requirements was obtained. All trades were done off-market.

Company Secretary
RA Venter

Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 11 September 2014

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