METROFILE HOLDINGS LIMITED - Dealing in securities by directors

Dealing in securities by directors

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN Code: ZAE000061727
("Metrofile Holdings" or "the Company")


LISTING OF ADDITIONAL SHARES AND DEALINGS IN SECURITIES BY DIRECTORS
OF METROFILE AND ITS MAJOR SUBSIDIARY:

VESTING OF SHARES IN TERMS OF THE METROFILE SHARE APPRECIATION
RIGHTS SCHEME (“SAR”) AND DEFERRED BONUS PLAN (“DBP”)

Shareholders are advised that the JSE Limited ("JSE") has approved
the listing of an additional 3,844,016 ordinary shares of 0,6146
cents each with effect from the commencement of business on
Monday, 27 October 2014, at an issue price of 470,00 cents per
share. The shares were issued in order to settle and deliver shares
to participants of the Share Appreciation Rights scheme and the
Deferred Bonus Plan.

In compliance with section 3.63 to 3.74 of the JSE Listings
Requirements, notice is hereby given of transactions in terms of the
vesting of share awards granted under the Metrofile Share
Appreciation Rights scheme (“SAR”) and Deferred Bonus Plan (“DBP”)
in 2011, having met the relevant performance conditions.
SAR & DBP Performance period: The vesting of the SAR & DBP awards is
conditional upon the achievement of group performance targets over a
period of 3 years (01/07/2011 to 30/06/2014)

The following directors and officers dealt in the Company's
securities off market:

Class of shares:              Ordinary
Nature of interest:           Direct Beneficial
Date of transaction:          27 October 2014
Clearance to deal obtained:   Yes

Name:                         Graham Dunbar Wackrill
Director:                     Metrofile Holdings Limited
Scheme or plan:               Share Appreciation Rights Scheme
Nature of transaction:        Shares vested and issued
Number of shares:             713,851
Price per share:              R 4.70
Total value of transaction:   R 3,355,099.70

Name:                         Graham Dunbar Wackrill
Director:                     Metrofile Holdings Limited
Scheme or plan:               Deferred Bonus Plan
Nature of transaction:        Shares vested and issued
Number of shares:             121,000
Price per share:              R 4.70
Total value of transaction:   R 568,700.00

Name:                         Richard Matthew Buttle
Director:                     Metrofile Holdings Limited
Scheme or plan:               Share Appreciation Rights Scheme
Nature of transaction:        Shares vested and issued
Number of shares:             475,901
Price per share:              R 4.70
Total value of transaction:   R 2,236,734.70

Name:                         Richard Matthew Buttle
Director:                     Metrofile Holdings Limited
Scheme or plan:               Deferred Bonus Plan
Nature of transaction:        Shares vested and issued
Number of shares:             102,220
Price per share:              R 4.70
Total value of transaction:   R 480,434.00

Name:                         Guy Basil Kimble
Director:                     Metrofile Proprietary Limited
Scheme or plan:               Share Appreciation Rights Scheme
Nature of transaction:        Shares vested and issued
Number of shares:             475,901
Price per share:              R 4.70
Total value of transaction:   R 2,236,734.70

Name:                         Guy Basil Kimble
Director:                     Metrofile Proprietary Limited
Scheme or plan:               Deferred Bonus Plan
Nature of transaction:        Shares vested and issued
Number of shares:             65,000
Price per share:              R 4.70
Total value of transaction:   R 305,500.00

Name:                         Various
Senior management:            Metrofile Proprietary Limited
Scheme or plan:               Share Appreciation Rights Scheme
Nature of transaction:        Shares vested and issued
Number of shares:             1,890,143
Price per share:              R 4.70
Total value of transaction:   R 8,883,672.10

Senderwood
28 October 2014

Sponsor
The Standard Bank of South Africa Limited

Date: 28/10/2014 02:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.