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.

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

-   100% of award to vest in full after 3 financial years, subject to retention
criteria.
-   All CSP awards have a strike price of R Nil and a notional value of R 2,56 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     21 February 2018
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              500 000
Total value                       R1 280 000.00
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     21 February 2018
Class of security                 CSP awards in respect of ordinary shares
Number of CSP awards              450 000
Total value                       R1 152 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial
Name of director                C H Taylor
Name of company                 Chairman - Bragan Chemicals Proprietary Limited
Date transaction was effected   21 February 2018
Class of security               CSP awards in respect of ordinary shares
Number of CSP awards            450 000
Total value                     R1 152 000.00
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   21 February 2018
Class of security               CSP awards in respect of ordinary shares
Number of CSP awards            350 000
Total value                     R 896 000.00
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   21 February 2018
Class of security               CSP awards in respect of ordinary shares
Number of CSP awards            250 000
Total value                     R 640 000.00
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   21 February 2018
Class of security               CSP awards in respect of ordinary shares
Number of CSP awards            250 000
Total value                     R 640 000.00
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   21 February 2018
Class of security               CSP awards in respect of ordinary shares
Number of CSP awards            250 000
Total value                     R 640 000.00
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   21 February 2018
Class of security               CSP awards in respect of ordinary shares
Number of CSP awards            250 000
Total value                       R 640 000.00
Nature of transaction             Off market acceptance of allocation of CSP awards
Nature of interest                Direct beneficial

Johannesburg
23 February 2018


Sponsor: Grindrod Bank Limited
Investor relations: Singular Systems

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