Network Healthcare Holdings Limited - Director dealings

Network Healthcare Holdings Limited - Director dealings                         
NETWORK HEALTHCARE HOLDINGS LIMITED                                             
Registration number 1996/008242/06                                              
Incorporated in the Republic of South Africa                                    
JSE share code:  NTC                                                            
ISIN code: ZAE000011953                                                         
Network Healthcare Holdings Limited its subsidiaries and associate companies    
("Netcare") recognise that talented executives are readily mobile with ever-    
increasing competitiveness and skills shortages in the market. These executives 
are key to the future growth of Netcare and need to be retained and rewarded for
innovation and value creation. Netcare accordingly developed a leveraged bonus  
scheme ("the Scheme") with the objective of offering the Scheme to the          
executives of Netcare ("the executives/participants"). Through the participation
by the executives in the Scheme, Netcare aims to create future value for its    
operations, its employees and its shareholders, align the interests of the      
executives with those of shareholders, increase retention of the executives, and
to promote superior performance. The Scheme is designed with these objectives in
mind, as all these factors are critical to the future profitability and success 
of Netcare.                                                                     
The Scheme consists of three elements.  The first element of the Scheme         
comprises the participation in a cash settled phantom share ("the bonus phantom 
shares") in terms of which the company agrees to pay a participating executive a
bonus equal to the amount determined by multiplying the number of agreed bonus  
phantom shares by the increase in the 10 day Volume Weighted Average Price      
(VWAP) of the Netcare share over a minimum future Netcare share price (`the     
strike price"). The strike price takes into account a minimum return over and   
above inflation and accordingly includes a suitable "stretch" for executives.   
The amount is paid at an agreed future date ("the vesting date") and will be    
subject to the condition that the executive is in the employment of Netcare (or 
any of its subsidiary or associated companies) on that date or, if no longer    
employed, at the sole discretion of the directors of Netcare (e.g.  in cases of 
disability, retrenchment etc.).                                                 
The second element of the Scheme makes provision for executives to purchase     
additional call options ("the call options/options") on Netcare shares from an  
approved and registered financial institution in its independent capacity. The  
call options will be priced and offered to the executives on market related     
terms.  These options would have vesting periods similar to the vesting periods 
envisaged by the overall Scheme and will be based on the same strike prices.    
The third element of the Scheme comprises a mechanism in terms of which Netcare 
will allocate additional cash settled phantom shares ("matching phantom shares")
to an executive, if the executive purchases the options described above. The    
bonus amount on the matching phantom shares will be the amount determined by    
multiplying the number of matching phantom shares by the increase over the      
strike price as set out above. The amount to be paid in terms of the matching   
phantom shares will be paid at an agreed future date and will be subject to the 
condition that the executive is in the employ of Netcare (or any of its         
subsidiary or associated companies) on that date or, if no longer employed, at  
the sole discretion of the directors of Netcare (e.g. in cases of disability,   
retrenchment, etc).  This "leverage" facility is offered on the basis that      
Netcare believes it beneficial for executives to have, and to demonstrate, a    
long-term commitment to the company.                                            
Bonus phantom shares and matching phantom shares do not carry any rights to     
dividends or capital distributions. In no instance will the application of the  
requirements of the above elements, require the issue of new ordinary shares by 
Netcare.                                                                        
Bonus obligations in terms of the bonus phantom shares and the matching phantom 
shares have been hedged with / ceded to a financial institution and accordingly 
the bonus liability has effectively been settled at a cost of R3,477,500.       
Therefore no further liability falls on Netcare. These include obligations to   
certain executive directors who have indirectly acquired European styled call   
options to acquire Netcare shares as follows:                                   
DIRECTOR     30         31 May    30         31 May      Total                  
             November   2006      November   2007        number                 
2005       (Strike   2006       (Strike     of                     

             (Strike    price     (Strike    price R     options                
             price      R5.92)    price      6.44)                              
             R5.67)               R6.18)                                        
Shevel J     264,746    226,925   134,780    123,549     750,000                
Bush RH      264,746    226,925   134,780    123,549     750,000                
Davis I M    264,746    226,925   134,780    123,549     750,000                
Friedland    264,746    226,925   134,780    123,549     750,000                
RH                                                                              
Kadish I     264,746    226,925   134,780    123,549     750,000                
Lindeque P   176,497    151,284   89,854     82,365      500,000                
J                                                                               
Litlhakanya  211,797    181,540   107,824    98,839      600,000                
ne VL                                                                           
Nelson P G   264,746    226,925   134,780    123,549     750,000                
Weltman N    264,746    226,925   134,780    123,549     750000                 
2,241,516  1,921,29  1,141,138  1,046,047   6,350,00               

                        9                                0                      
On 24 February 2005, the undermentioned directors purchased European styled call
options to acquire Netcare shares in their personal capacities at a total cost  
of R629,800:                                                                    
DIRECTOR  30         31 May    30         31 May    Total                       
          November   2006      November   2007      number of                   
          2005       (Strike   2006       (Strike   options                     
(Strike    price     (Strike    price R                               
          price      R5.92)    price      6.44)                                 
          R5.67)               R6.18)                                           
Shevel J  52,949     45,385    26,956     24,710    150 000                     
Bush RH   52,949     45,385    26,956     24,710    150 000                     
Davis I M 52,949     45,385    26,956     24,710    150 000                     
Friedland 52,949     45,385    26,956     24,710    150 000                     
RH                                                                              
Kadish I  52,949     45,385    26,956     24,710    150 000                     
Lindeque  35,299     30,257    17,971     16,473    100 000                     
P J                                                                             
Nelson P  52,949     45,385    26,956     24,710    150 000                     
G                                                                               
Weltman N 52,949     45,385    26,956     24,710    150 000                     
          405,942    347,952   206,663    189,443   1,150,000                   
In all instances the costs of the various options were as follows:              
30 November 2005    : Strike price R5.67:    Option price R0.47 per option      
31 May 2006         : Strike price R5.92:    Option price R0.54 per option      
30 November 2006    : Strike price R6.18:    Option price R0.61 per option      
31 May 2007         : Strike price R6.44:    Option price R0.66 per option      
Prior written approval in terms of paragraph 3.66 of the JSE Securities Exchange
South Africa Listings Requirements has been obtained.                           
Sandton                                                                         
25 February 2005                                                                
Sponsor                                                                         
Merrill Lynch SA (Pty) Ltd                                                      
Date: 25/02/2005 04:58:11 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department