CLOVER INDUSTRIES LIMITED - Allocation And Acceptance Of Share Appreciation Rights By Executives Directors Of The Company And Other Executives

Allocation And Acceptance Of Share Appreciation Rights By Executives Directors Of The Company And Other Executives

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 (SARs) BY
EXECUTIVES DIRECTORS OF THE COMPANY AND OTHER EXECUTIVES

In accordance with the approved Restated Clover Share Appreciation
Rights Plan (2010), SARs, in respect of ordinary shares, were
allocated with effect from 1 July 2012 to (Allocation), and
accepted by executive directors and other executives of the
Company on 12 September 2012 at an allocation price of R13-73 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 DIRECTORS

Mr J H Vorster
Total number of SARs allocated and accepted: 1 036 716
Allocation Price: R13-73
Allocation Date: 1 July 2012
Deemed total value: R14 234 110-68*

Mr L J Botha
Total number of SARs allocated and accepted: 533 657
Allocation Price: R13-73
Allocation Date: 1 July 2012
Deemed total value: R7 327 110-61*

Dr C P Lerm
Total number of SARs allocated and accepted: 389 123
Allocation Price: R13-73
Allocation Date: 1 July 2012
Deemed total value: R5 342 658.79*


EXECUTIVES

Mr H Lubbe
Total number of SARs allocated and accepted: 389 123
Allocation Price: R13-73
Allocation Date: 1 July 2012
Deemed total value: R5 342 658.79*
Dr J H F Botes
Total number of SARs allocated and accepted: 389 123
Allocation Price: R13-73
Allocation Date: 1 July 2012
Deemed total value: R5 342 658.79*

*The deemed value (included for purposes of the JSE Listings
Requirements) is calculated by multiplying the total number of
SARs allocated and accepted by the allocation price. However it
must be noted, that due to the nature of SARs, the value of the
SARs is actually zero at this point in time as it has not vested.

The SARs may be exercised in full by the relevant Executive after
the third anniversary of the allocation date.

All SARs which have vested must be exercised by the relevant
Executive on or before the seventh anniversary of the allocation
date relating to such allocation of SARs.

The vesting of the Allocation is subject to certain performance
criteria (set by the Remuneration Committee) which must be met
before the vesting date of this Allocation.

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 (Fair Market Value) using a cash amount
equal to A where A is calculated in accordance with the following
formula -

A = (B  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 allocations has been given, all
interests are directly beneficial and all the transactions
occurred off the market.

Johannesburg
12 September 2012

Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

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