METAIR INVESTMENTS LIMITED - Directors' dealings in securities

Directors' dealings in securities

METAIR INVESTMENTS LIMITED
(Reg No. 1948/031013/06)
(Incorporated in the Republic of South Africa)
Share code : MTA
ISIN code : ZAE000090692
(“Metair” or “Company”)

DIRECTORS’ DEALINGS IN SECURITIES

In accordance with paragraph 3.63 of the JSE Limited Listings Requirements
(“Listings Requirements”), we hereby advise of the settling of performance
shares conditionally granted on 7 December 2009 (“Performance Shares”), to
certain   of   the  directors   of   Metair  and   its   major  subsidiaries
(“Participants”). The Performance Shares were awarded in terms of The Metair
Investments Limited 2009 Share Plan (“Share Plan”). In terms of the
provisions of the Share Plan, the Performance Shares are to be settled,
following vesting, once the Metair board of directors has determined the
extent to which the performance criteria imposed on the award have been
achieved.

The terms and conditions of the Performance Shares are:

Date of award                            7 December 2009
Date Performance Shares settled          2 April 2013
Total number of Performance Shares       269,170
settled on 2 April 2013
Price paid per Performance Share         Nil
Deemed    value   of    the    269,170   R10 066 958.00
Performance   Shares   on   settlement
(based on the prevailing market price
being the closing price for Metair
shares on 28 March 2013 of 3740 cents
per share)
Class of securities                    Performance   Shares   over  ordinary
                                       shares
Nature of transaction                  Settlement of Performance Shares
Vesting date                           7 December 2012
Vesting period                         Performance Shares will vest on the
                                       3rd anniversary of their award to the
                                       extent that the Company has met
                                       specified performance criteria over
                                       the intervening period
Transaction completed on market        No
Clearance   obtained   in   terms   of Yes
paragraph   3.66   of   the   Listings
Requirements

The settlement of the Performance Shares relate to the following
Participants:
Director          Company name    No. of        Deemed value Nature of
                                  Performance   of settled   interest
                                  Shares        Performance
                                  settled       Shares
                                                Rand
Mr K. Lello       Smiths          30,306        1 133 444.40 Direct
                  Manufacturing                              beneficial
                  (Pty) Ltd
Mr J.             Smiths          16,077          601 279.80 Direct
Esterhuizen       Manufacturing                              beneficial
                  (Pty) Ltd
Mr L. Denner      Metindustrial   22,376          836 862.40 Direct
                  (Pty) Ltd                                  beneficial
Ms H. McLachlan   Metindustrial   12,520          468 248.00 Direct
                  (Pty) Ltd                                  beneficial
Mr R.             Metindustrial   11,804          441 469.60 Direct
Bezuidenhout      (Pty) Ltd                                  beneficial
Mr A. Webb        Metindustrial   11,197          418 767.80 Direct
                  (Pty) Ltd                                  beneficial
Mr M. Slattery    Metindustrial   11,617          434 475.80 Direct
                  (Pty) Ltd                                  beneficial
Mr A. Becker      Metindustrial   28,675        1 072 445.00 Direct
                  (Pty) Ltd                                  beneficial
Mr B. Sivlal      Metindustrial   15,994          598 175.60 Direct
                  (Pty) Ltd                                  beneficial
Mr C. Ellison     Metindustrial   13,705          512 567.00 Direct
                  (Pty) Ltd                                  beneficial
Mr M. Barley      Metindustrial   15,046          562 720.40 Direct
                  (Pty) Ltd                                  beneficial
Mr C.T. Loock     Metair          53,074        1 984 967.60 Direct
                                                             beneficial
Mr B.M. Jacobs    Metair          26,779        1 001 534.60 Direct
                                                             beneficial


Johannesburg
2 April 2013

Sponsor
One Capital

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