Allocation And Acceptance Of Share Appreciation Rights (“Sars”) 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 (“SARs”) BY A DIRECTOR OF A MAJOR SUBSIDIARY In accordance with the approved Restated Clover Share Appreciation Rights Plan (2010), the following SARs, in respect of ordinary shares, were allocated with effect from 1 October 2012, and accepted by an executive of the Company on 13 March 2013 at an allocation price of R14-15 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 (being 1 October 2012). EXECUTIVE Mr M.M. Palmeiro (a director of Clover S.A. Proprietary Limited) Total number of SARs allocated and accepted: 925 500 Allocation Price: R14-15 Allocation Date: 1 October 2012* Acceptance Date: 13 March 2013 Deemed total value: R13,095,825.00** * The reason for the delay between the allocation date and acceptance date was due to the executive only recently obtaining a work permit (a condition of the SAR) which happened to occur during the closed period and further the prohibition in terms of the JSE Listings Requirements for directors to accept SARs during a closed period. **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 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 (“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 allocation has been given, all interests are directly beneficial and the transaction occurred off the market. Johannesburg 13 March 2013 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Date: 13/03/2013 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.