ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS (a??SARsa??) BY A DIRECTOR OF A MAJOR SUBSIDIARY

CLOVER INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
Ordinary Share code: CLR
ISIN: ZAE000152377
Preference Share Code: CLRP
ISIN: ZAE000152385
("Clover" or "the Company")


ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS (a''SARsa'') BY
A DIRECTOR OF A MAJOR SUBSIDIARY


In accordance with the approved Restated Clover Share Appreciation

Rights Plan (2010), the following annual (top-up) SARs, in respect

of ordinary shares, were allocated on 1 June 2012 to, and accepted

by an executive of the Company on 3 July 2012 at an allocation

price of R13-50 per SAR, which is based on the volume weighted

average price of an ordinary share on the JSE over the seven

trading days immediately prior to the allocation date.

EXECUTIVE


Mr E R Bosch (a director of Clover SA (Proprietary) Limited)

Total number of SARs allocated and accepted: 953 620
Allocation Price: R13-50
Allocation Date: 1 June 2012
Deemed total value: R12 873 870

The SARs may be exercised as follows:


  -   up to one third of the SARs allocated may be exercised on or

      after the third anniversary of the allocation date;

  -   up to two thirds of the SARs allocated may be exercised on

      or after the fourth anniversary of the allocation date, to

      the extent that they have not been exercised previously;

  -   all of the SARs allocated may be exercised on or after the

      fifth anniversary of the allocation date, to the extent that
      they have not been exercised previously.


All SARs which have vested must be exercised by the Executive on

or before the seventh anniversary of the Allocation Date relating
to such allocation of SARs.


No performance criteria need to be met before the SARs vest as set
out above.


In respect of each SAR exercised, the Executive will be entitled

to be settled, with such number of ordinary shares as could be

acquired on the JSE at the fair market value (being the volume

weighted average price of an ordinary share on the JSE over the

seven trading days immediately prior to the exercise date) on date

of exercise of the SAR (a''Fair Market Valuea'') using a cash amount

equal to A where A is calculated in accordance with the following
formula -

A = (B a'' C)

where -

A =    the Due Amount;


B =   the Fair Market Value of an ordinary share on the date on
      which such SAR is exercised;

C =    the Allocation Price of such SAR,


provided that the Due Amount shall never be less than Rnil;

provided further that the Group Remuneration Committee, instead of

settling an Executive as aforesaid, determine that he shall be

paid a cash amount equal to A in the aforegoing formula.


Approval for the individual allocation has been given, all

interests are directly beneficial and the transaction occurred off
the market.


Johannesburg
4 July 2012

Sponsor

RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 04/07/2012 09:00:00 Supplied by www.sharenet.co.za                     
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